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GAIL (India) Limited

16, Bhikaiji Cama Place, R.K.Puram,

New Delhi – 110066

Phone Nos. (+91)11-26172580; 26182955

PART 2B:

APPENDICES

TO PROFORMA

TIME CHARTER PARTY

TIME CHARTER HIRING OF LNG VESSELS

(TENDER NO.: GAIL/ND/BD/C&P/1406/8000006832)

(E-TENDER NO. 8000006832)

ATTENTION

THIS IS AN ELECTRONIC TENDER (E-TENDER)

GAIL (INDIA) LIMITED

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Appendices to Proforma Time Charter Party

Part 2b - Proforma Tcp Appendices3 of 134 1 August 2014

APPENDICES TO PROFORMA

TIME CHARTER PARTY


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Private & Confidential

Subject to Contract


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APPENDICES TO

LNG CARRIER TIME CHARTER PARTY

Dated 2015

between

[INSERT NAME OF OWNER]

as Owner

- and -

[INSERT NAME AS CHARTERER]

as Charterer

_____________________________________________

TIME CHARTER PARTY

HULL NO. [INSERT HULL NUMBER]

[INSERT NAME OF SHIPYARD]


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SCHEDULE OF APPENDICES

APPENDIX I - LNG VESSEL DESCRIPTION 5

APPENDIX II – CALCULATION OF HIRE RATE 13

APPENDIX III – INSURANCE REQUIREMENTS 19

APPENDIX IV – FORM OF OWNER‟S GUARANTEE 25

APPENDIX V – FORM OF LETTER OF INDEMNITY 31

APPENDIX VI (A) – FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE 34

APPENDIX VI (B) – FORM OF PROTOCOL OF REDELIVERY 36

APPENDIX VII – LIST OF PRIMARY TERMINALS 38

APPENDIX VIII – FORM OF BAREBOAT CHARTER 39

APPENDIX IX – FORM OF VESSEL SALE AND PURCHASE AGREEMENT 79

APPENDIX X – PURCHASE OPTION PRICES 92

APPENDIX XI – DETAILED PERFORMANCE CRITERIA 94

APPENDIX XII – FORM OF LETTER OF QUIET ENJOYMENT 101

APPENDIX XIII – PERFORMANCE BANK GUARANTEE 118

APPENDIX XIV – REQUIREMENTS FOR SABINE PASS L.P. 121

APPENDIX XV – REQUIREMENTS FOR DOMINION COVE POINT LNG L.P 123

APPENDIX XVI – PORT LIABILITY AGREEMENT – PORT OF SABINE PASS,

LOUISIANA 126

APPENDIX XVII – DOMINION COVE POINT TERMINAL LIABILITY AGREEMENT 127

APPENDIX XVII – TRIPARTITE AGREEMENT 133

APPENDIX XVIII – LNG VESSEL COST AND FINANCING 134


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APPENDIX I - LNG VESSEL DESCRIPTION

Vessel Name:

Official No:

Charter Party Dated:

Owner undertakes that at Delivery and throughout the Charter Period the Vessel shall comply

in all respects with the following description:

1. General

Builder and Shipyard

Hull No.

Year Built

Flag

Signal Letters

Classification

IMO Certificate of Fitness

Date of Issue

Ice Navigation Ship Certificate

Date of Issue

Custody Transfer Calibration

Certificate

Date of Issue


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2. Dimensions

Length Overall

Length between perpendiculars

Breadth (mld.)

Depth (mld. To upper deck)

Scantling draft (mld.)

Design draft moulded

Summer draft moulded

Summer Extreme Draft

Ballast Draft (mld.)

Air draft

Windage

Projected cross section area

Projected Lateral area

3. Tonnage

Deadweight on summer draft,

extreme

Deadweight at design draft, extreme

Displacement at summer draft

Light ship weight

Gross registered tonnage


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Net registered tonnage

Suez Canal Net Tonnage

Panama Tonnage

4. Machinery

Main Generator Engines

Number

Type

Propulsion Motors

Number

Type

Grade of Fuel

Maximum Propulsion Shaft Power

5. Speed

Design Speed, Laden

Design Speed, Ballast

6. Fresh Water Capacity

Capacity of fresh water generators

Capacity of fresh water tanks

7. Bunker Capacity

Capacity of Tanks (100% full)

Heavy Fuel Oil


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Marine Diesel Oil

Ultra Low Sulphur Fuel Oil

8. Cargo Tanks

Number

Type of Construction

Maximum specific gravity

Type, Details of Insulation

Minimum Temperature

Capacity at -163 º C

No.1 tank

No.2 tank

No.3 tank

No.4 tank

Max Filling Ratio

Net capacity at maximum filling ratio

Filling Level Restrictions:

Upper

Lower

The Vessel‟s cargo tanks can be cooled down from ambient temperature for initial

loading in about [ ] hours. ([ ]º C, mean temp. of cargo tanks)


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Pumping rate [at 3 bar]

Maximum filling rate

Relief Valve settings

Loaded boil-off rate (design)

9. Cargo Pumps

Number per Tank

Type

Rated Capacity of each Pump

Number, size and location of

manifolds:

10. Ancillary Pumps

Fuel Pumps

Number

Type


Spray/Stripping Pumps

Number

Type


11. Cargo Instrumentation

Number and Type of main level gauges


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Accuracy

Number and Type of back-up gauge

Accuracy

Number of temperature sensors

Accuracy

12. Inert Gas Generation

Type of Equipment

Capacity

Quality of gas

13. Nitrogen

Consumption

Liquid Nitrogen Storage

Nitrogen Generator Capacity

Pressure Tank

14. Ballast

Tank capacity

Number and rating of ballast pumps

The Vessel is capable of loading and discharging ballast concurrently with cargo

operations

15. Gas Compressors

High Duty (No. and Capacity)


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Drive type

Low duty No. and Capacity

Drive type

16. Deck Machinery

Winches – Number and Pull

Type

Maximum Brake Holding Force

Mooring Lines

Number

Type

Maximum breaking load

Tails

Derricks, cranes, etc.

Type and Capacity

Anchors and Windlasses

Anchors: Number and weight

Length and type of cables

Windlasses: Number, Type and

Capacity

17. Navigation and Radio

Navigation Aids


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Radio Equipment

18. Crew

Officers (include positions with

nationalities)

Ratings (include positions with

nationalities)


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APPENDIX II – CALCULATION OF HIRE RATE

1. Hire Rate

1.1 The daily hire rate payable under this Charter (hereinafter called “Hire Rate”) shall

consist of three elements:

(a) the portion of the Hire Rate that represents the capital expenses of the Vessel (the

“Fixed Daily Charter Rate”;) and

(b) the portion of the Hire Rate that represents the operating expenses of the Vessel

(the “Opex”); and

(c) the portion of the daily Hire Rate that represents Additional Hire Rate ,

each of which shall be determined in accordance with this Appendix II.

1.2 Hire shall be calculated on a daily basis and prorated for any part of a day.

2. Fixed Daily Charter Rate

2.1 The Fixed Daily Charter Rate shall be the fixed amount set out below for each year of

the Charter Period and subject to adjustment only in accordance with this Appendix II:

Year commencing on Delivery and

each successive period of twelve (12)

months thereafter

Fixed Daily Charter Rate (United States

Dollars)

1

2

3

4

5

6

7

8


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Year commencing on Delivery and

each successive period of twelve (12)

months thereafter

Fixed Daily Charter Rate (United States

Dollars)

9

10

11

12

13

14

15

16

17

18

19

20

Extension Periods

21

22

23

24

25

26

27

28

29

30

3. Additional Hire Rate

3.1 The “Additional Hire Rate” shall:

(a) represent the costs payable by Charterer for (i) the Charterer Share of any


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Compulsory Modifications; and (ii) the cost of any Charterer Modifications (the

“Additional Cost”); and

(b) be calculated in accordance with Paragraph 3.2 below.

3.2 Any Additional Hire Rate shall, unless Charterer has elected to pay for the Additional

Costs on account of a Compulsory Modification or a Charterer Modification through a

lump sum payment:

(a) in case of a Compulsory Modification, be computed on the basis that the Owner

shall earn a return on investment of 10% on the cost of Compulsory Modification

over the Remaining Life of the Vessel;

(b) in case of a Charterer Modification, be computed on the basis that the Owner shall

earn a return on investment of 10% on the cost of Charterer Modification over the

remaining Charter Period;

3.3 The Additional Hire Rate shall become effective on the first (1st) day of the month

following the month in which the relevant Compulsory Modification or Charterer

Modification has effectively been paid.

3.4 Owner shall furnish an audited statement from an auditor approved by Charterer

supporting the calculation of the additional cost.

4. Operating Cost Element of Hire Rate

4.1 The Operating Cost Element shall be daily fixed amount and shall inter alia provide for

all costs of operating, maintaining, crewing, insuring the Vessel and shall include

without limitation all costs to be incurred by Owner to comply with its obligations

under the Charter.

4.2 The Operating Cost Element applicable on Delivery shall be [INSERT NUMBER OF

OPERATING COST ELEMENT (US $________)]. Other in the circumstances

provided in Paragraph 4.3, the Operating Cost Element shall remain fixed for the

duration of the Charter Period.


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Operating Costs Operating Costs (in

US$)

1 Crewing Costs

Crew Wages

Crew Travel and Logistics

Food Provisions

Other expenses related to Crewing (training, social

security, insurance, medical expenses)

Total Crewing Costs

2 Technical Costs

Maintenance and Repairs (including specialist

intervention, service agreements etc.)

Spares (including replacement of depot spares) and freight

forwarding expenses

Repair Teams

Provision for classification, certification and intermediate

survey (average cost over a one (1) year period)

Total Technical Costs

3 Dry-docking Costs (Yearly Provision)


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4 Stores and Consumables

Lube oils

Stores (paint, chemicals, other consumables)

Small Tools and Working Supplies

Pantry Stores

Other Stores [include description of nature of stores]

Total Stores and Consumables Costs

5 Insurance Costs

Hull & Machinery Cover

Protection & Indemnity Cover

War Risk Insurance

Other Costs and Cover

Total Insurance Costs

6 Management Fee

(includes all other operating costs not identified the

categories above including (but not limited to) HSSE,

communications, port and agency fees, fees for manning

agents, superintendency, sundry costs, compatibility

studies, vetting etc.)


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Total Operating Costs

Operating Cost Element

4.3 The Operating Cost Component shall be adjusted as of each January 1st in accordance

with the following formula:

Operating Cost Component = Base Amount x IndexN/Index

0

where:

Base Amount = [INSERT NUMBER OF BASE AMOUNT]

Index0 = the [INSERT INDEX] published by [INSERT PUBLISHING

AUTHORITY AND DATE OF PUBLICATION]; and

IndexN = the [INSERT INDEX] published by [INSERT PUBLISHING

AUTHORITY] as of the 31st December of the year N-1.

5. Off-Hire Extension Periods

5.1 The hire payable during any Off-Hire Extension Period shall be calculated as follows:

(a) The Fixed Daily Hire Rate payable during any Off-Hire Extension Period shall be

the amount of the Fixed Daily Hire Rate payable during the year to which the off-

hire relates.

(b) The Opex payable during such Off-Hire Extension Period shall be calculated as

set out in this Appendix II as if such extension followed immediately on the

expiry of the Initial Charter Period or the Extension Period (as the case may be) to

which the off-hire relates.


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APPENDIX III – INSURANCE REQUIREMENTS

PART A - TYPES OF INSURANCE COVERAGE

Owner shall at all times during the Charter Period procure and maintain insurances on the

Vessel in accordance with the following provisions.

1. Hull and Machinery Insurance

1.1 Owner shall take out and maintain “all risk” Hull and Machinery Insurance with first-

class marine underwriters in the London, European, Japanese, Asian or American

markets, reasonably acceptable to Charterer, up to the value set out in Paragraph 1.2

(the “Insured Value”).

1.2 Unless otherwise agreed, the Insured Value of the Vessel for shall be the higher of (a)

one hundred and ten percent (110%) of the market value of the Vessel as determined by

the average of valuations obtained not less frequently than once per year from two (2)

firms of internationally recognised shipbrokers approved by Charterer and (b) one

hundred and twenty five (125%) per cent of any financing obtained by Owner and

secured by an Approved Mortgage on the Vessel.

1.3 The Hull and Machinery Insurance shall be placed under terms not inferior to the

Norwegian Marine Insurance Plan of 1996 (and later versions) or its United Kingdom,

French, American or Japanese equivalents.

1.4 In the event that the Hull and Machinery Insurance to be placed by Owner (with the

consent of Charterer) is no longer an “all risk coverage”, Charterer shall determine in

conjunction with Owner whether the Hull and Machinery Insurance specifically shall

include the following:

(a) Additional Perils Clause (LNG vessel); or

(b) The (London) Institute Additional Perils Clause-Hulls; or

(c) The American Hull Syndicate Liner Negligence Clause; and


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(d) Such additional coverage and insured values as Charterer may reasonably require.

1.5 The Hull and Machinery Insurance shall include Four-fourths Running Down Clause

cover, provided that all or a portion of such risk may be taken out by means of P&I

Insurance, as defined in Paragraph 2, with any of the leading Norwegian, U.K., or

international P&I Insurance associations proposed by Owner and approved by Charterer

(the “Approved Club”), which approval shall be granted if the P&I Insurance

association proposed is a member of the “International Group of P&I Clubs”.

1.6 Owner shall arrange for a deductible on Hull and Machinery Insurance of five hundred

thousand United States Dollars (US$ 500,000) (or such other amount as may from time

to time be agreed between Owner and Charterer).

1.7 Owner shall arrange for any insurance broker or intermediary to limit its right of lien or

set-off against claims to premiums due only in respect of the Vessel (if that is not in any

event a term of the applicable insurance).

2. Protection & Indemnity Insurance (“P&I Insurance”), Certificate of Financial

Responsibility (“COFR”) and Social Responsibility Insurance

2.1 P&I Insurance shall be placed up to the maximum limit available, with and subject to

and on the basis of the rules of the Approved Club.

2.2 The terms of the P&I Insurance shall be the standard rules of the Approved Club, with

minimum deductibles required by the Approved Club.

2.3 Special provisions resulting from Owner‟s acceptance of the conditions of use of any

LNG terminals to which the Vessel is directed pursuant to this Charter shall be

incorporated into the terms of Owner‟s P&I Insurance, alternatively covered in a

separate insurance.

2.4 In the event that Four-fourths Running Down Clause cover is taken out by means of

Hull and Machinery Insurance, P&I Insurance coverage shall be reduced but only to the

extent necessary to avoid overlap.


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2.5 Owner shall obtain a certificate of financial responsibility before entering any port(s) in

to any jurisdiction where such certificate of financial responsibility is required.

2.6 Owner shall procure policies of Social Responsibility Insurance when and if required by

Charterer to cover any “non-legal liabilities” incurred as a result of the Vessel trading to

Japan, up to the value of [one hundred and fifty million United States Dollars (US$

150,000,000)] (or such other amount as may from time to time be agreed between

Owner and Charterer).

3. War Risks Insurance

3.1 Owner shall (save as specifically provided in this paragraph) have the same rights and

obligations in respect of insurance of war risks as provided for all the risks referred to in

Paragraphs 1 and 2 of this Appendix III and, where applicable, up to the same amounts

of cover.

3.2 Hull and Machinery War Risks Insurance shall cover no less than is covered by the

Norwegian Marine Insurance Plan of 1996, latest version, or its United Kingdom,

French, American, or Japanese equivalents and shall correspond with the applicable

clauses in the Hull and Machinery Insurance.

4. Compulsory Insurances

4.1 The insurances required under paragraphs 1, 2, 3 and 4 of this Appendix III are

hereinafter together referred to as the “Compulsory Insurances”.

4.2 So far as possible, Owner shall procure that all Compulsory Insurances name Charterer

and, if Charterer so requests, the Finance Parties, as additional assureds (including for

“misdirected arrow” cover).

4.3 Owner may obtain, at its own cost, Increased Value Insurance and/or Hull Interest

and/or Freight Interest Insurance for an amount agreed to by underwriters and accepted

by Owner‟s financiers for a portion of the Insured Value on the Hull and Machinery

Insurance, on terms (so far as applicable) which comply with the requirements of

Paragraph 1 of this Appendix III and with the same insurers or others of similar

standing.


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4.4 When Vessel is idle or laid up Owner may, or at the request of Charterer shall, arrange

port risk insurance in lieu of the insurances required hereunder, under terms, which are

subject to Charterer‟s prior approval, insuring the Vessel against the usual risks covered

by such terms. Owner shall obtain Hull and Machinery Insurance underwriters‟ prior

consent to such port risk insurance at the time of each renewal.

4.5 Owner shall obtain such other insurances, endorsements and clauses to policies and

entries as Charterer may from time to time request so long as such insurances,

endorsements and clauses are not prohibited by other Compulsory Insurances.

4.6 In the event that Charterer should want to insure the Vessel for a higher amount than the

Insured Value, this shall be done by placing total loss insurance in the name of

Charterer, always provided that such additional insurance is readily available in the

commercial insurance market.

PART B - PREMIUMS AND CLAIMS

5. Payment of Premiums

5.1 Owner shall be responsible for the timely payment of any and all premiums and calls of

whatsoever nature lawfully demanded by insurers for all insurances taken out on Vessel.

5.2 If Owner defaults in the payment of any premiums or calls as aforesaid, Charterer may,

but shall not in any circumstances be obliged to, pay any such premiums or calls to the

brokers who arranged the insurance for payment to underwriters or direct to the

Approved Club or underwriter in question and Charterer shall then be entitled to deduct

any such payments made from the next due payment of hire.

6. Claims

6.1 Owner shall diligently pursue all claims which can be made under the Compulsory

Insurances.

6.2 If any costs incurred by Charterer under this Charter are costs which can be recovered

under the Compulsory Insurances, Owner shall diligently make a claim under the


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Compulsory Insurances on behalf of Charterer, and the amounts recovered shall be paid

by Owner to Charterer immediately following such recovery (less any reasonable legal

costs incurred in making such recovery).

PART C - PLACING OF INSURANCE; MISCELLANEOUS

7. Fleet Coverage

7.1 If any of the Compulsory Insurances form part of a fleet cover, Owner shall procure that

such arrangement shall not affect the cost of premiums in respect of the Vessel by any

premiums due on other fleet vessels, other fleet premiums for other insurance, or

cancellation of insurance for non payment of the foregoing.

8. Renewal Quotations

8.1 Owner shall provide Charterer, not earlier than forty five (45) days prior to expiry of the

Compulsory Insurances, with renewal quotations based on single placing and the actual

loss record for the Vessel and a quotation as part of Owner's fleet insurance coverage

based on the actual fleet loss record. The renewal quotes shall include reasonable details

with respect to insured value, deductibles, identity of brokers and insurers, terms and

conditions. Charterer shall within ten (10) Business Days of receipt of the required

information confirm agreement with the submitted quotations or identify such elements

as Charterer requires Owner to revise.

8.2 In the event that a type or extent of insurance coverage specified herein should no

longer be available, Owner shall inform Charterer accordingly, in which case Charterer

and Owner shall in good faith discuss and agree on alternative coverage that meets the

reasonable requirements of both Charterer and Owner.

9. Evidence of Insurance

Owner agrees to furnish to Charterer, within thirty (30) days after the renewal of any

insurances obtained by or on behalf of Owner, copies of policies, cover notes or

certificates of entry and the latest rules of the Approved Club. At least on an annual


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basis during the Charter Period, Owner shall deliver to Charterer detailed written

information concerning the Compulsory Insurances and any other insurances covering

Vessel for the benefit of Charterer. The receipt of such information shall not impose

any obligation on Charterer.

10. Cancellation

Except for war risks Insurance, Owner shall cause all insurers to agree in writing to give

Charterer not less than fifteen (15) days prior written notice of the cancellation of any

Compulsory Insurance which such insurers arrange and to provide Charterer with an

opportunity to cure any default by Owner that would otherwise result in such

cancellation.

11. Waiver of Subrogation

Except as Charterer may otherwise agree, all insurance policies related to the Vessel

(other than the P&I insurance) and its operation shall include a waiver of such insurer‟s

rights of subrogation against Charterer.

12. Charterer’s Insurances

In no event whatsoever shall Owner have the benefit of any insurance policies procured

by Charterer.


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APPENDIX IV – FORM OF OWNER’S GUARANTEE

THIS DEED OF GUARANTEE is made this ______ day of ____________________

By

(the “Guarantor”)

IN FAVOUR OF

[ ], a company organised and existing under the laws of [ ] and having

its registered office at [ ] (the “Charterer”).

WHEREAS:

[ ] (the “Owner”) has entered into a time charter party in respect of the LNG carrier “[

]” (the “Vessel”) with [ ] (the “Charterer”) dated _______ (the “Time Charter”) by which

Owner has agreed to charter the Vessel to Charterer.

Guarantor unconditionally and irrevocably agrees to guarantee to Charterer, and its successors

and assigns, that Owner will duly perform and comply with its obligations under the Charter

when due on terms set out in this Guarantee.

NOW THEREFORE, in pursuance of the foregoing, it is agreed as follows:

1. Guarantor hereby unconditionally and irrevocably (as primary obligor and not merely as

surety):

(a) guarantees to Charterer and its successors and assigns, as an absolute,

unconditional and continuing obligation:

(i) the due and punctual performance and observance by Owner of all the terms

and conditions of the Charter and of all its obligations under or pursuant to

the Charter; and

(ii) the due and punctual payment and discharge of all monies whatsoever

which may from time to time fall due to be paid by Owner under the Charter


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(including, without limitation, any amount payable by way of damages for

breach of any of the terms and conditions of the Charter); and

(b) undertakes that:

(i) if and whenever Owner defaults in the due and punctual performance of any

of its obligations under the Charter, Guarantor shall on demand by Charterer

perform or cause the performance of such obligations; and

(ii) if and whenever Owner fails to pay on the due date any sum whatsoever due

and payable under the Charter, Guarantor shall, on first written demand, and

within twenty four (24) hours from receipt of the relevant notice, pay such

sum to Charterer.

2. As a separate and independent stipulation Guarantor, as primary obligor and not merely

as surety, hereby irrevocably and unconditionally agrees to indemnify and hold

harmless Charterer from and against all costs, charges, expenses, claims, liabilities,

losses, duties and fees and taxes thereon suffered or incurred by Charterer, as a result of

any breach or non-performance of, or non-compliance by Owner with any of Owner‟s

obligations under the Charter, or any breach of any applicable law or as a result of

Owner‟s obligations under the Charter being or becoming void, voidable, unenforceable

or ineffective against Owner for any reason whatsoever (whether or not known to

Owner or any other person).

3. This Guarantee:

(a) shall be continuing security for the performance by Owner of all its obligations

actual or contingent, under the Charter and the payment of all monies and

liabilities whatsoever from time to time owing (whether actually or contingently)

by Owner to Charterer under the Charter and shall not be satisfied by any partial

performance of such obligations or by an intermediate payment or satisfaction of

any part of such monies or liabilities;

(b) shall be in addition to, and shall not be prejudiced or affected by, any other

security for the obligations of Owner which may be from time to time held by

Charterer; and


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(c) shall not be discharged or prejudiced by any act, omission or thing (whether or not

known to Charterer or any other person) which, but for this provision, would

reduce, release or prejudice any of its obligations under this Guarantee (whether

or not known to Charterer or any other person). This includes (but shall not be

limited to):

(i) any time or waiver granted to, or composition with, any person;

(ii) any release of any person under the terms of any composition or

arrangement;

(iii) the taking, variation, compromise, exchange, renewal or release of, or

refusal or neglect to perfect, take up or enforce, any rights against, or

security over assets of, any person;

(iv) any non-presentation or non-observance of any formality or other

requirement in respect of any instrument or any failure to realise the full

value of any security;

(v) any incapacity or lack of power, authority or legal personality of or

dissolution or change in the members or status of any person;

(vi) any amendment (however fundamental), modification or extension of the

Charter, or any other document;

(vii) any unenforceability, illegality, invalidity or non-provability of any

obligation of any person under the Charter, or any other document; or

(viii) any insolvency or similar proceedings.

4. The Guarantor hereby waives:

(a) the right to receive any notice of any amendments, modifications or extensions of

the Charter and any notices provided thereunder;

(b) the right to assert any claim or counterclaim against Charterer, other than any

claim or counterclaim which would have been available to Owner under the

Charter;


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(c) any defence, to the extent it is competent to waive such defence, based on any law

or regulation of any country relating to exchange or currency control, whether as

an excuse for non-payment by Owner, for non-payment by Guarantor, or

otherwise; and

(d) any right it may have of first requiring Charterer to proceed against or enforce any

other right or security or claim payment from any person before claiming from

Guarantor under this Guarantee irrespective of any law to the contrary.

5. In no circumstances whatsoever shall Guarantor‟s liability hereunder vis-à-vis Charterer

be greater than that of Owner vis-à-vis Charterer under the Charter.

6. Unless:

(a) all amounts which may be or become payable by Owner under or in connection

with the Charter have been irrevocably paid in full; or

(b) Charterer otherwise directs, the Guarantor will not, after a claim has been made or

by virtue of any payment or performance by it under this Guarantee:

(i) be subrogated to any rights, security or moneys held, received or receivable

by Charterer;

(ii) be entitled to any right of contribution or indemnity in respect of any

payment made or moneys received on account of the Guarantor‟s liability

under this Guarantee;

(iii) claim, rank, prove or vote as a creditor of Owner or its estate in competition

with any Finance Party (or any trustee or agent on its behalf); or

(iv) exercise any right of set-off as against Charterer.

7. The Guarantor must hold in trust for and immediately pay or transfer to Charterer any

payment or distribution or benefit of security received by it contrary to this Clause.

8. This Guarantee shall be valid until the day falling [60 (sixty)] days after the Delivery of

the Vessel under the Charter and shall automatically terminate thereafter. Any such


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termination of the Guarantee shall be without prejudice to any claims raised prior to the

termination of the Guarantee.

9. References in this Guarantee to the “Charter” shall extend to and include, without

limitation, any Bareboat Charter (as defined in the Charter) of the Vessel which may

come into force pursuant to the provisions of the Charter and shall include each of the

same as varied, supplemented renewed or replaced from time to time.

10. Clause [] of the Charter shall govern mutatis mutandis the delivery of notices between

Guarantor and Charterer under this Guarantee.

11. For the purposes of Clause 8 of this Guarantee, the address and other details of

Guarantor are as follows:

[ ]

Telephone:

Telefax:

Email:

Attention:

12. Neither this Guarantee nor any terms hereof may be amended, waived, discharged or

terminated other than by instrument in writing signed by Guarantor and Charterer.

13. If a term of this Guarantee is or become illegal, invalid or unenforceable in any respect

under any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this

Guarantee; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other

term of this Guarantee.

14. Guarantor may not assign, change or transfer any of its rights or obligations under this

Guarantee without the prior written consent of Charterer and in the event such consent

is given Guarantor shall procure that their assignee or transferee shall enter into a

Guarantee on terms acceptable to Charterer.


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15. Charterer may assign, or transfer any of the rights of this Guarantee as security to any

person to which it may assign, or transfer its rights under the Charter without the

consent of Guarantor, but shall not make any other assignment, or transfer hereof

without the prior consent of Guarantor.

16. This Guarantee and any non-contractual obligations arising out of or in connection with

it are governed by English law. For Charterer‟s exclusive benefit Guarantor hereby

agrees that the English courts shall have exclusive jurisdiction to settle any disputes

which may arise out of or in connection with this Guarantee and Guarantor hereby

irrevocably submits to the jurisdiction of such courts, but without prejudice to

Charterer‟s right to bring proceedings against Guarantor in any other jurisdiction,

whether concurrently or not.

17. Guarantor irrevocably appoints as its agent for service of process in England and Wales

limited to any claims under this Guarantee as follows:

Attention:

Company:

Address:

IN WITNESS WHEREOF, Guarantor has executed and delivered this Deed of Guarantee as a

deed on the date first set forth above.

Executed and delivered as a deed for and on behalf of Guarantor

By: ________________________________________________

Name: ______________________________________________

Title: _______________________________________________


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APPENDIX V – FORM OF LETTER OF INDEMNITY

To: [Insert details of Owner]

[Date]

Dear Sirs,

Time Charter Party dated between [ ] (“Owner”) and [ ]

(“Charterer”) in respect of [name of Vessel] (the “Charter”)

It is a term of the Charter that, pursuant to the provisions of Clause 19 of the Charter, where

bills of lading are issued and we (as Charterer) order you (as Owner) to discharge all or part

of the cargo:

(a) at any place other than that shown on the bill of lading; or

(b) without presentation of an original bill of lading,

you are only obliged to comply with such orders from us upon receipt of written confirmation

of the same from us in which case an indemnity in terms of this letter shall be deemed to be

given to you on every occasion where we give such written confirmation or orders.

Capitalised terms used herein shall have the meanings given to them in the Charter.

In consideration of your complying with any such order as set out in (a) and/or (b) above, we

hereby agree as follows:

(a) To indemnify you, your servants and agents and to hold all of you harmless in respect of

any liability, loss or damage of whatsoever nature which you may sustain by reason of

delivering the cargo as aforesaid and/or by reason of your causing the Vessel to proceed

to the port(s) we have ordered and to deliver the cargo at such port instead of to the

port(s) named in the bills of lading, and furthermore, if we order you to do so, to a

person or persons other than the holders of the bills of lading and to pay you on demand

the amount of any liability, loss or damage of whatsoever nature which you, your


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servants and agents may incur as a result of the foregoing provided however that any

such indemnity shall be limited in value to two hundred percent (200%) of the CIF

value of the cargo so delivered.

(b) In the event of any proceedings being commenced against you or any of your servants

or agents in connection with the delivery of the cargo as aforesaid and/or the Vessel

having proceeded as aforesaid and/or delivering the cargo in accordance with your order

to provide you or them from time to time on demand with sufficient funds to defend

such proceedings.

(c) In the event of the Vessel or any other vessel or property belonging to you being

arrested or detained as a consequence of you complying with our order as set out above

or if such arrest or detention should be threatened, to provide on demand such bail or

other security as may be required to prevent such arrest or detention or to secure the

release of such vessel or property and to indemnify you in respect of any loss, damage

or expenses caused by such arrest or detention, or threatened arrest or detention,

whether or not the same may be justified.

(d) In case of delivery of the cargo without presentation of an original bill of lading, as soon

as all the original bills of lading for the above cargo have arrived and/or come into our

possession, to produce and deliver the same to you properly endorsed whereupon our

liability hereunder shall cease, provided that, if we have not received all such original

bills of lading by 24:00 hours on the date falling thirty six (36) months after the date of

discharge of such cargo, this indemnity shall terminate at that time unless before that

time we have received from Owner written notice that:

(i) A person is making a claim in connection with your delivering cargo pursuant to

our order; or

(ii) legal proceedings have been commenced against you or any of your respective

servants or agents or the Vessel or any other vessel or property belonging to you

for the same reason.

(iii) When we have received such a notice, then this indemnity shall continue in force

until such claim or legal proceedings are settled. Termination of this indemnity


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shall not prejudice any legal rights either Party may have outside this letter of

indemnity.

This letter of indemnity and all non contractual obligations arising out of or in connection

with this letter of indemnity shall be governed by and construed in accordance with English

law. The English courts have exclusive jurisdiction to settle any dispute including a dispute

relating to non-contractual obligations arising out of or in connection with this letter of

indemnity.

Yours faithfully,

For and on behalf of [ ]


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APPENDIX VI (A) – FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

Pursuant to the LNG Carrier Time Charter Party dated [ ] (the “Charter”)

made between [ ] (“Owner) and [ ] (“Charterer”) in respect of

[ ] Hull No. [ ] (called mv. [ ] (the “Vessel”), the Vessel together with the consumables

listed in the attached schedule, was delivered by Owner into service of Charterer, and

accepted by Charterer, at [ ] hours [ ] time on [ ] while the Vessel lay at [ ].

____________________________ ____________________________

For and on behalf of For and on behalf of

Dated [ ]


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SCHEDULE OF LNG AND CONSUMABLES

TO PROTOCOL OF DELIVERY AND ACCEPTANCE DATED [ ]

[To be completed on Delivery]


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APPENDIX VI (B) – FORM OF PROTOCOL OF REDELIVERY

Pursuant to the LNG Carrier Time Charter Party dated [ ] (the “Charter”)

made between [ ] (“Owner) and [ ] (“Charterer”) in respect of [ ] Hull No. [

] (called mv. [ ] (the “Vessel”), the Vessel together with the consumables listed in

the attached schedule, was redelivered by Charterer to Owner, and accepted by Owner, at [

] hours [ ] time on [ ] while the Vessel lay at [ ].

____________________________ ____________________________

For and on behalf of For and on behalf of

Dated [ ]


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SCHEDULE OF LNG AND CONSUMABLES

TO PROTOCOL OF REDELIVERY DATED [ ]

[To be completed on redelivery]


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APPENDIX VII – LIST OF PRIMARY TERMINALS

[Note: List of Primary Terminals is preliminary will need to be reconfirmed based upon the

selected design and the final marketing plan of GAIL (India) Limited]

The Vessel shall be compatible with and capable of berthing loading and discharging at:

1. Dabhol, India

2. Dahej, India

3. Hazira, India

4. Kochi, India

5. Sabine Pass, USA

6. Cove Point, USA

If, at this date, there are terminals for which Owner and/or Charterer cannot demonstrate that

the Main Dimensions of the Vessel are compatible with the physical restrictions applicable at

such terminal, the Owner shall not be obliged to warrant the compatibility of the Vessel in

respect of such Main Dimension(s) only, but shall for the avoidance of doubt remain obliged

to warrant the compatibility of the Vessel with such terminal in all other respects.


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APPENDIX VIII – FORM OF BAREBOAT CHARTER

THIS BAREBOAT CHARTER is made on [ ]

BETWEEN

[ ], a company incorporated in [ ], whose registered office is at [ ] as registered

owner (the “Owner”);

and

[ ], a company incorporated in [ ], whose registered office is at [ ] as charterer

(the “Charterer”).

WHEREAS

The parties have agreed that Owner shall charter to Charterer, and Charterer shall take on hire,

the Vessel on the terms and conditions set out below.

1. Definitions

1.1 In this Bareboat Charter, the following terms shall have the meanings hereby assigned

to them in this Clause 1.1:

“Affiliate” means any person who directly or indirectly controls, is under common

control with or is controlled by the party in question; and “control” means the right to

exercise 50% or more of the voting shares of a company or other entity or of the

equivalent rights so as to determine the decisions of such company or other entity;

“Additional Amount” has the meaning given to in Clause 12.8(a);

“Additional Costs” has the meaning given to in Appendix II to the Time Charter;

“Additional Cost Element” means, to the extent any Additional Costs have not been

fully amortised in accordance with the Time Charter and for the duration of such

remaining amortisation, any Additional Cost Elements defined in paragraph 3 of

Appendix II of the Time Charter at the Delivery Date;


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“Applicable Law” means (a) any law, decree, constitution, regulation, authorisation,

judgment, injunction or other directive of a government authority; and (b) any treaty,

pact, compact or other agreement to which any government authority is a signatory or

party; or (c) any judicial or administrative interpretation with binding characteristics, in

each case, which may apply to the Vessel, Owner, or Charterer, as the case may be, in

any relevant country;

“Approved Mortgage” means any mortgage (and the accompanying deed of covenants,

where applicable) granted in accordance with Clause [60] of the Time Charter and in

respect of which Owner‟s financiers have provided to Charterer a letter of quiet

enjoyment in accordance with Clause [60.4] of the Time Charter and “Approved

Mortgagee” means each mortgagee thereunder;

“Business Day” means a day on which banks are open for business in [ ], New Delhi

and New York, and in respect of a day on which a payment is due under this Bareboat

Charter, a day in which banks are also open in the principal financial centre of the

applicable currency of payment;

“Bareboat Notice” has the meaning given to it in the Time Charter;

“Bareboat Window” has the meaning given to it in the Time Charter;

“Builder” means [ ];

“Change in Control” has the meaning given to it in the Time Charter;

“Charter Period” means the Initial Charter Period together with, where Charterer

exercises the extension option, the Extension Period;

“Cancelling Date” has the meaning given to it in Clause 4;

“Capex Element” means the Capex Element (i.e. the Fixed Daily Charter Rate) as

defined in paragraph 1 of Appendix II of the Time Charter, applicable at the time of the

Bareboat Notice;

“Classification Society” means [ ], or any successor classification society as Owner

and Charterer may agree as the classification society with which the Vessel is to be


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classed from time to time, which shall at all times be a member of the International

Association of Classification Societies having experience in LNG;

“Compulsory Insurances” has the meaning given to it in Clause 13.1(a);

“Delivery Date” means the date on which the Vessel is delivered to, and taken over by,

Charterer under this Bareboat Charter;

“Extension Period” has the meaning set out in Clause 7.2;

“Flag State” has the meaning set out in Clause 11.8;

“Initial Charter Period” has the meaning set out in Clause 7.1;

“LIBOR” means the rate per annum equal to the London interbank offered rate

administered by the British Bankers‟ Association (or any other person which takes over

the administration of that rate) for three (3) month deposits in US Dollars at 11:00am

London time on any payment due date as displayed on pages LIBOR01 or LIBOR02 of

the Reuters screen (or any replacement Reuters pages which displays that rate). If such

page or service is not available on the date required, the Parties will determine the

LIBOR based on an arithmetic mean of the rates (rounded upwards to five decimal

places) quoted by the principal offices of HSBC Bank PLC, Citibank N.A. and Barclays

Bank PLC in the interbank market in London, UK at or about 11:00 am London time on

any payment due date;

“LNG” means natural gas liquefied by cooling and which is in a liquid state at

approximately atmospheric pressure;

“Major Casualty” means any casualty or incident (other than a Total Loss) involving the

Vessel in respect of which the claim or the aggregate of the claims against all insurers,

before adjustment for any franchise or deductible exceeds United States Dollars Ten

Million (US$10,000,000) or the equivalent in any other currency;

“Owner‟s Security Interest” means any Security Interest created or permitted to exist by

Owner or exercised, asserted or claimed against the Vessel, the Compulsory Insurances

or any part thereof (and not occasioned by any act, omission or default of Charterer) in

respect of:


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(a) any indebtedness or liability or obligation whatsoever of Owner;

(b) any breach by Owner of its obligations to Charterer under this Bareboat Charter or

under the Time Charter; or

(c) any other acts or omissions whatsoever of Owner whether or not related to the

transactions contemplated by this Bareboat Charter;

“Party” means Owner or Charterer, as the case may be (and “Parties” will be construed

accordingly);

“Shipbuilding Contract” means the shipbuilding contract dated [ ] in respect

of the design, construction and sale of the Vessel entered into between [], Builder and

Owner;

“Security Interest” means a mortgage, charge, pledge, lien, hypothecation, assignment

by way of security, trust or any other security interest securing any obligations of any

person, any agreement to create and any such security interest or any agreement or

arrangement having a similar effect;

“Time Charter” means the time charter party dated [ ] 2014 made between

Owner and Charterer in respect of the Vessel;

“Tax” means any tax, fee, levy, duty, assessment, impost or charge, including income,

freight, capital gains, sales, value added, transfer, stamp, registration, customs and any

other tax, fee, levy, duty, assessment, impost or charge, that is imposed or assessed by

any authority, together with any interest, penalties and additions with respect thereto;

“Total Loss” has the meaning given to it in Clause 27.1;

“Vessel” means the Vessel described in Appendix I, including all of her machinery,

equipment, lifeboats and appurtenances;

1.2 Interpretation

(a) Unless the context otherwise requires, a reference to the singular shall include a

reference to the plural and vice-versa, and a reference to any gender shall include


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a reference to the other gender.

(b) The headings of the clauses and appendices of this Bareboat Charter are inserted

for convenience of reference only and shall not affect the meaning or

interpretation of this Charter.

(c) The words “include” or “including” shall be deemed to be followed by “without

limitation” or “but not limited to” whether or not they are followed by such

phrases.

(d) Any reference to a “day” shall be construed as: (i) when used in connection with

the application of a specification or the measurement of the Vessel's performance,

a period of twenty-four (24) consecutive hours beginning at the time such

specification is to be applied or such performance measured, as the case may be,

and (ii) when used in all other cases (except as the defined term “Business Day”),

a calendar day (including Saturdays, Sundays and legal holidays in the location of

the party charged with the action to which the number of days expended is

relevant).

(e) Any reference to the calendar shall be construed as reference to the Gregorian

calendar.

(f) This Bareboat Charter is made and executed in the English language which shall

be the governing text for all purposes.

(g) Any reference to a person includes any individual, company, corporation or body

(including a partnership, trust, fund, joint venture or consortium), government,

state agency or other business entity.

(h) Any reference to any document means that document as it may be amended,

supplemented or novated from time to time.

2. Exercise by Charterer of Bareboat Option

2.1 This Bareboat Charter shall be read and construed together with the Time Charter

(notwithstanding the termination of the Time Charter), provided that if there is any


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conflict between the terms of this Bareboat Charter and the Time Charter, the terms of

this Bareboat Charter shall prevail.

2.2 This Bareboat Charter shall come into force on service by Charterer of the Bareboat

Notice pursuant to Clause 48.1 of the Time Charter.

2.3 At any time following the giving of the Bareboat Notice, Charterer shall be entitled to

place up to three (3) of its representatives on board the Vessel at its sole risk and

expense for the purpose of familiarisation and in the capacity of observers only and

without interfering with the operation of the Vessel. Charterer‟s representatives shall

sign Owner‟s standard letter of indemnity prior to their embarkation.

3. Delivery

3.1 The Vessel shall be delivered by Owner to Charterer under this Bareboat Charter:

(a) within the Bareboat Window; and

(b) safely afloat at the port and berth specified in the Bareboat Notice or at such other

readily accessible dock, wharf or place as may be agreed by the Parties.

3.2 Owner shall give Charterer not less than thirty (30) days approximate notice and not less

than fourteen (14) days definite notice of the date within the Bareboat Window upon

which the Vessel will be ready for delivery. Owner shall give notice of readiness when

the Vessel is in all respects ready to be delivered at the time and place specified by

Charterer.

3.3 Owner warrants that at the time of delivery the Vessel shall in every respect:

(a) satisfy the conditions specified in Clause 2 of the Time Charter and the

maintenance standards specified in Clause 4 of the Time Charter;

(b) be free of any class conditions and recommendations; and

(c) be free of any Owner‟s Security Interest other than any Approved Mortgage.

3.4 The Vessel shall be properly documented at the time of delivery in accordance with the

requirements of the Classification Society and the Flag State and, in particular, shall


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have her survey cycles up to date and trading and class certificates valid for at least six

(6) months.

(a) The delivery of the Vessel by Owner and the taking over of the Vessel by

Charterer in accordance with this Clause 3 shall, subject to Clause 6, constitute a

full performance by Owner of all its delivery obligations, and thereafter Charterer

shall not be entitled to make or assert any claim against Owner on account of any

conditions, representations or warranties expressed or implied with respect to the

condition of the Vessel at the time of delivery, provided that Owner shall be

responsible for:

(i) repairs or renewals occasioned by defects in the Vessel, her machinery or

appurtenances that are guaranteed or otherwise subject to a warranty by Builder

pursuant to the Shipbuilding Contract;

(ii) repairs or renewals occasioned by latent defects in the Vessel existing at the time of

delivery under this Bareboat Charter provided such defects (i) have manifested

themselves within twelve (12) months after delivery and (ii) are notified to Owner

within thirty (30) days of the expiry of such twelve (12) month period; and

(iii) repairs or renewals occasioned by patent defects in the Vessel existing at the

time of delivery under this Bareboat Charter, provided that such defects are

notified to Owner within six (6) months after delivery.

4. Cancelling

4.1 Should the Vessel not be delivered within fourteen (14) days of the latest date

determined pursuant to Clause 3.2 or, if no notice has been given by Owner to Charterer

to enable such date to be determined, the last day of the Bareboat Window (the

“Cancelling Date”) at the port and berth specified in the Bareboat Notice or otherwise

designated by the parties, for any reason other than the failure of Charterer, in a timely

manner, to order the Vessel to such port or berth, Charterer shall have the right to

terminate this Bareboat Charter at any time thereafter upon giving seven (7) days prior

notice in writing to Owner.


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4.2 Such termination shall be without prejudice to any claim Charterer may otherwise have

against Owner under this Bareboat Charter or the Time Charter.

5. Surveys on Delivery and Redelivery

5.1 Owner and Charterer shall jointly appoint an independent surveyor for the purpose of

determining and agreeing the condition of the Vessel at the time of delivery and

redelivery hereunder.

5.2 Following service of the Bareboat Notice, the surveyor appointed to determine the

condition of the Vessel on delivery, shall as soon as reasonably practicable commence

the pre-delivery survey and Owner shall provide all necessary information, documents

and assistance necessary to enable the survey to be carried out and completed

expeditiously. If the surveyor so requires he may direct any part of the Vessel to be

subject to further detailed examination, testing or analysis, whether in dry-dock or

otherwise, and such further examination, testing or analysis shall be carried out by

either the surveyor or any suitably qualified independent third party appointed by the

surveyor. So far as is practicable the surveyor shall keep the parties advised of the

progress of the survey and his findings. On completion of the survey, the surveyor shall

issue a condition survey report (the “Condition Survey Report”) to both the Owner and

Charterer. Such Condition Survey Report shall detail any respects in which the

condition of the Vessel does not meet the condition required under sub-Clause 3.3.

5.3 Following service of Charterer‟s thirty (30) days preliminary notice of redelivery, the

surveyor appointed to determine the condition of the Vessel on redelivery, shall as soon

as reasonably practicable commence the redelivery survey and Charterer shall provide

all necessary information, documents and assistance necessary to enable the survey to

be carried out and completed expeditiously. If the surveyor so requires he may direct

any part of the Vessel to be subject to further detailed examination, testing or analysis,

whether in dry-dock or otherwise, and such further examination, testing or analysis shall

be carried out by either the surveyor or any suitably qualified independent third party

appointed by the surveyor. So far as is practicable the surveyor shall keep the parties

advised of the progress of the survey and his findings. On completion of the survey, the

surveyor shall issue a condition survey report (the “Redelivery Survey Report”) to both

the Owner and Charterer. Such Redelivery Survey Report shall detail any respects in


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which the condition of the Vessel does not meet the condition required under this

Bareboat Charter.

5.4 In default of agreement on the identity of the surveyor to determine the condition of the

Vessel either on delivery or redelivery, either party shall be entitled to request the

Classification Society to appoint a surveyor. Owner shall bear all expenses of the on-

hire survey including loss of time, if any, and Charterer shall bear all expenses of the

off-hire survey including loss of time, if any, which shall in each case be at the daily

equivalent to the rate of hire or pro-rata, also including in each case the cost of any

docking or undocking, if required, in connection herewith.

6. Remedial Works

6.1 If the surveyor referred to in Clause 5.2 above finds that the Vessel is not in the

condition specified in sub-Clause 3.3, the surveyor shall estimate in the Condition

Survey Report:

(b) the remedial work necessary to restore the Vessel to such condition; and

(c) the time necessary to carry out the remedial work, which shall include any time

necessary to place the Vessel in a position where the repairs can be carried out in

accordance with this Bareboat Charter and return to the place specified in the

Bareboat Notice.

6.2 Where, in the estimation of the surveyor, the remedial work can be carried out prior to

the expiry of the Bareboat Window, Owner shall undertake such remedial work as soon

as reasonably practical after submission by the surveyor of the Condition Survey

Report. If the Vessel needs to be dry-docked, Owner shall undertake such work at a

yard approved by Charterer (such approval not to be unreasonably withheld or delayed).

6.3 Where, in the estimation of the surveyor, the remedial work cannot be carried out before

the expiry of the Bareboat Window, Charterer shall be entitled to carry out such work

following the Delivery Date at a shipyard of its choice at Owner‟s expense. Charterer

shall exercise all reasonable endeavours to ensure that the costs and time taken to carry

out the remedial works are kept to a minimum.


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6.4 No hire shall be payable during all time taken to complete necessary repairs or renewals

to remedy any defect referred to in Clause 6.1 (including time taken in deviating to any

shipyard if such work is not done as part of periodical dry-docking).

6.5 Owner shall, within thirty (30) days of Charterer‟s written request for payment,

reimburse Charterer for the cost incurred and paid by Charterer of any such remedial

works, in default of which Charterer shall be entitled to deduct the cost of such remedial

works, together with interest thereon at LIBOR plus ___ percent (___%) per annum,

from the payments of hire.

7. Charter Period

7.1 Subject to the provisions of this Bareboat Charter, Owner agrees to let and demise and

Charterer agrees to hire from Owner on a bareboat charter basis the Vessel from the

Delivery Date for a period equal to the balance of the initial period of the Time Charter

including, should Charterer so elect, any Off-Hire Extension Periods (as defined in the

Time Charter) (the “Initial Charter Period”).

7.2 To the extent that Charterer has not already exercised the corresponding options under

Clause 5.2 of the Time Charter, Charterer shall have the option to extend the period of

this Bareboat Charter for two (2) consecutive periods of up to five (5) years each (each

an “Extension Period”). The first option shall be declared by Charterer no later than

twelve (12) months prior to the expiry of the Initial Charter Period. Each successive

option shall be declared no later than twelve (12) months prior to the expiry of the

relevant Extension Period.

8. Trading Restrictions

8.1 Charterer intends that the Vessel will trade primarily between the Primary Terminals.

Nonetheless, the Vessel may trade between any other ports in any part of the world as

Charterer shall direct within International Navigating Conditions (Navigation Limits),

as amended and supplemented from time to time, or to any part of the world outside

such limits provided that (a) Owner consents thereto (such consent not to be

unreasonably withheld); (b) insurance complying with the terms of this Charter is then

available commercially from either a leading international insurer or the Vessel's


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underwriters and Charterer pays for any reasonable documented additional insurance

premium required by the Vessel's underwriters as a consequence of such order.

8.2 The Vessel shall not trade to any area or country sanctioned by the United Nations, the

European Union or the United States of America Charterer warrants that it will not

order the Vessel to any area or country sanctioned by the United Nations, the European

Union or the United States of America.

8.3 Charterer undertakes not to employ the Vessel or knowingly suffer the Vessel to be

employed otherwise than in conformity with the terms of the Compulsory Insurances

without first obtaining the consent of the insurers to such employment and complying

with such requirements as to extra premium or otherwise as the insurers may prescribe.

8.4 Charterer also undertakes not to employ the Vessel or suffer her employment in any

trade or business which is forbidden by the law of any country to which the Vessel may

sail or is otherwise illicit, in carrying illicit or prohibited goods or in any manner

whatsoever which may render her liable to condemnation, destruction, seizure or

confiscation.

9. Inspection

9.1 Owner shall, at its cost and expense, have the right at any time (whether in dry-dock or

otherwise but without interrupting or delaying the Vessel‟s normal operation and after

giving reasonable notice to Charterer) to inspect or survey the Vessel and the Vessel‟s

records to ascertain the condition of the Vessel and satisfy itself that the Vessel is being

properly repaired and maintained.

9.2 Charterer shall also permit Owner to inspect the Vessel‟s log books whenever requested

and shall whenever required by Owner furnish them with full information regarding any

casualties or other accidents or damage to the Vessel.

9.3 Owner and Owner‟s representatives shall execute an indemnity, in form acceptable to

Charterer and Owner, in favour of Charterer prior to engaging in any such inspection.

10. Inventories, Oil and Stores


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10.1 A complete inventory of the Vessel‟s entire equipment including the Vessel‟s outfit,

spare parts, appliances and all consumable stores on board the Vessel shall be made by

Charterer in conjunction with Owner on delivery and again on redelivery of the Vessel.

10.2 Charterer shall at the time of delivery take over and pay (to the extent that it has not

already reimbursed Owner through payment of Charter Hire or otherwise) for all

bunkers, lubricating oil, water and unbroached provisions, paints, ropes and other

consumable stores (but excluding any spare parts) in the Vessel at the last documented

price paid by Owner for such supplies. At redelivery Owner shall take over and pay for

all bunkers, lubricating oil, water and unbroached provisions, paints, ropes and other

consumable stores (excluding spare parts) in the Vessel at the last documented price

paid by Charterer for such supplies.

11. Maintenance and Operation

11.1 During the Charter Period, the Vessel shall be in the full possession and at the absolute

disposal for all purposes of Charterer and under its complete control in every respect.

Charterer shall maintain the Vessel, her hull, machinery, cargo containment, boilers,

appurtenances and spare parts in a good state of repair, in efficient operating condition

and in accordance with good commercial maintenance practice for LNG vessels.

11.2 Charterer shall, at its own expense at all times keep the Vessel‟s classification status

fully up to date with the Classification Society and maintain all other necessary

certificates in force at all times. Charterer shall not change the Classification Society of

the Vessel without the prior written consent of Owner (such consent not to be

unreasonably withheld or delayed).

11.3 Charterer shall submit the Vessel regularly to such periodical or other surveys as may be

required for classification purposes and supply Owner promptly with copies of all

survey reports and class certificates issued in this respect.

11.4 Compulsory Modifications

(a) If, at any time after Delivery, the Classification Society or any other international,

supranational, national, governmental, local or other competent authority,

including the port authority, either:


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(i) introduces or implements any new Applicable Law; or

(ii) withdraws, amends or varies (including any change in interpretation of) any

Applicable Law (collectively a “Change in Law”)

in each case, applicable to the Vessel, her ownership or management, and

compulsory for the continued operation of the Vessel such that the Vessel is

unable, or will in the future become unable, to perform the service required by

Charterer hereunder without modification or alteration to the Vessel, changes in

specification or equipment (including the installation of additional equipment

thereon) or alterations to the certification, financial responsibility or insurance

arrangements for the Vessel (each, a “Compulsory Modification”), Owner shall

promptly notify Charterer of such Compulsory Modification and provide all

reasonable details thereof.

(a) If the Vessel can continue its service under this Charter, based upon an adjusted

trading pattern and voyage planning as determined by Charterer in its sole

discretion, and without prejudice to Charterer‟s right to effect such Compulsory

Modification at a later date, with Charterer being satisfied that there is no

necessity for effecting such Compulsory Modification, Charterer shall have the

right to continue this Bareboat Charter without such Compulsory Modification

being effected.

(b) The portion of the cost of any Compulsory Modification payable by Charterer (the

“Charterer Share”) be the amount produced by multiplying the documented cost

of the Compulsory Modification with the “Balance of Charter” and divided by the

“Remaining Life of Vessel”, where, for the purpose of this Clause Error!

Reference source not found.:

(i) the “Balance of Charter” means the Initial Charter Period less the time

between Delivery and the date on which the Compulsory Modification is

completed; and

(ii) the “Remaining Life of Vessel” means forty (40) years less the time

between Delivery and the date on the date on which the Compulsory

Modification is completed.


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(c) Charterer shall, where the Charterer Share:

(i) Is less then [INSERT THRESHOLD AMOUNT] United States dollars (__

US$), pay for the Charterer Share in cash (upon completion of the relevant

work); or

(ii) Is in excess of INSERT THRESHOLD AMOUNT] United States dollars

(____ US$) have the option to pay for such Charterer Share either through

payment of a lump sum (upon completion of the relevant work) or through

payment of the Additional Cost Element.

11.5 Charterer shall maintain financial security or responsibility in respect of third party

liabilities as required by any government, including federal, state, municipal or other

division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to

enter, remain at, or leave any port, place, territorial or contiguous waters of any country,

state or municipality in performance of this Bareboat Charter without any delay.

11.6 Charterer shall, at its own expense and by its own procurement man, victual, navigate,

operate, supply, fuel, maintain and, whenever required, repair the Vessel during the

Charter Period and it shall pay all charges and expenses of every kind and nature

whatsoever incidental to its use and operation of the Vessel under this Bareboat Charter,

including annual Flag State fees and any foreign general municipality and/or state taxes.

The Master, officers and crew of the Vessel shall be the servants of Charterer for all

purposes whatsoever, even if for any reason appointed by Owner. Charterer shall

comply with the regulations regarding officers and crew in force in the Flag State or any

other Applicable Law relating to such officers and crew.

11.7 Charterer shall keep Owner and the Approved Mortgagee advised of the intended

employment, planned dry-docking and major repairs of the Vessel, as reasonably

required.

11.8 The Vessel shall on the Delivery Date be registered in the name of Owner under the

laws and flag of the [ ], (as such flag may be changed in accordance with

this Clause 11.8, the “Flag State”). Charterer shall have the right to determine the

Vessel‟s name. During the Charter Period, Charterer shall paint the Vessel in its own

colours, install and display its funnel insignia and fly its own house flag. Charterer shall


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also have the right, with Owner‟s consent, which shall not be unreasonably withheld, to

change the flag and/or the name of the Vessel during the Charter Period. Painting and

re-painting, instalment and re-instalment, registration and re-registration, if required by

Owner, shall be at Charterer‟s expense and time.

11.9 Subject to Clause 11.4, Charterer shall make no structural changes to the Vessel or

changes in the machinery, boilers, appurtenances or spare parts thereof without in each

instance first securing Owner‟s approval thereof (which shall not be unreasonably

withheld).

11.10 Charterer shall have the use of all outfit, equipment, machinery, spare parts, appliances,

furniture, fittings and stores on board the Vessel at the time of delivery and all

substitutions, replacements and renewals of the same, provided the same or their

substantial equivalent shall be returned to Owner on redelivery in the same good order

and condition as when received, ordinary wear and tear excepted.

11.11 Charterer shall, at its own expense, from time to time during the Charter Period

substitute or replace such items of equipment, machinery, spare parts, appliances,

furniture, fittings and stores as shall be so damaged or worn as to be unfit for use.

Charterer is to procure that all repairs to or replacement of any damaged, worn or lost

parts or equipment be effected in such manner (both as regards workmanship and

quality of materials) as not to diminish the value of the Vessel and that title to such

substitutions, replacements or renewals shall vest in Owner.

11.12 Charterer shall have the right, subject to the prior written consent of Owner (which

consent shall not be unreasonably withheld or delayed), at any time to fit additional

equipment required to render the Vessel available for any purpose for which Charterer

may require the use or operation of the Vessel.

11.13 Any additional equipment so fitted by Charterer shall be considered to be the property

of Charterer, and may at any time be removed from the Vessel by Charterer subject to

the Vessel not being damaged by such removal, and shall be removed upon redelivery if

so required by Owner provided that Charterer shall not be entitled to remove any

additional equipment where such additional equipment was required to be fitted by the

Classification Society or by any Applicable Law.


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12. Hire

12.1 Charterer shall pay to Owner punctually, in accordance with the terms of this Bareboat

Charter, a daily hire equal the aggregate of:

(a) the Capex Element; and

(b) if any, the Additional Cost Element.

12.2 Subject to timely receiving the Monthly Invoice, payment of hire shall be made by

immediately available funds to Owner‟s designated bank account in United States

Dollars, per calendar month in advance, payable on the first Business Day of each

calendar month; provided that payment of hire in respect of the month or part of the

month in which Delivery falls, shall be made within five (5) Business Days of Delivery.

In the event the Monthly Invoice is not received on the fifteenth (15th) day of the

immediately preceding month to which the invoice relates, hire shall be paid within

fifteen (15) days after receipt of the Monthly Invoice (but Charterer shall not be obliged

to make payment earlier than sixteen (16) days after receipt of the Monthly Invoice).

12.3 If any day for the payment of hire hereunder is not a Business Day, the relevant hire

shall be paid on the next following Business Day.

12.4 Any hire paid in advance and not earned shall be returned to Charterer immediately by

Owner. Charterer shall not be responsible for any delay or error by Owner‟s bank in

crediting Owner‟s account, provided that Charterer has made proper and timely

payment.

12.5 Owner shall deliver invoices to Charterer on a monthly basis in respect of hire covering

the following month, or where necessary part of the following month, no later than the

fifteenth (15th) day of the immediately preceding month to which such invoice relates

(the “Monthly Invoice”), which shall indicate the date, the month to which the invoice

relates, number of days for which hire is payable, the then applicable hire rate

(identifying the Capex Element and the Additional Cost Element). Owner may change

the account into which Charterer is to pay hire upon forty-five (45) days‟ notice to

Charterer identifying such change, provided that Owner shall not be entitled to


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designate a different account for payment of hire if such change shall increase

Charterer‟s cost of payments due to Owner under this Bareboat Charter.

12.6 Charterer shall be entitled to deduct from the payments of hire due under this Clause 12:

(a) any hire in respect of periods for which the Owner has notified Charterer that

where no hire is or will be due; and

(b) any other sums which are due and payable to Charterer under this Charter or the

Step In Agreement.

Provided that no deduction from hire in accordance with this Clause 12.6 shall be

construed as a waiver of any right which Charterer may have to make a claim or seek

remedy against Owner by any other means.

12.7 If Charterer defaults in making proper and timely payment of hire:

(a) Owner shall notify Charterer of such default and Charterer shall within twenty-

eight (28) days of receipt of such notice pay to Owner the amount due including

interest from the day after the due date, failing which Owner may withdraw the

Vessel from the service of Charterer without prejudice to any other rights Owner

may have under this Bareboat Charter or otherwise. For the avoidance of doubt

any valid withdrawal of the Vessel by Owner shall constitute a termination bring

this Bareboat Charter to an end; and

(b) Interest at three percent (3%) over LIBOR on any amount due but not paid on the

due date shall accrue from the day after that date up to and including the day when

payment is made.

12.8 Taxes

(a) Charterer shall pay the full amount of hire and other moneys due under this

Bareboat Charter without any deduction or withholding for or on account of

present or future Taxes save to the extent that such deduction or withholding is

required by any Applicable Law. If Charterer shall be required by any Applicable

Law to deduct or withhold from hire or other moneys payable by Charterer under

this Bareboat Charter any Taxes, then (i) Charterer shall make the necessary


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deduction or withholding, (ii) Charterer shall pay the amount deducted or

withheld to the appropriate authorities in accordance with Applicable Law, and

(iii) Charterer shall provide Owner with copies of all receipts provided to

Charterer which evidence payment of such deductions and withholdings. In the

event of any such deduction or withholding of Taxes imposed on Owner or the

Vessel by any Applicable Law of any country in which (i) the Vessel receives or

discharges cargo pursuant to this Bareboat Charter or (ii) Charterer is a tax

resident, then the amount of hire and other monies payable under this Bareboat

Charter shall be increased as necessary by an amount (an “Additional Amount”)

such that the amount received by Owner, after making required deductions and

withholdings of Taxes and after payment of any Tax referred to in (ii) above, shall

be the amount that would have been received but for such deduction, withholding

or payment.

(b) Notwithstanding Clause 12.8(a), hire and other moneys due under this Bareboat

Charter shall not be increased by any Additional Amount with respect to any

Taxes:

(i) caused by or resulting from a change in Owner‟s jurisdiction of

incorporation or tax residence or domicile after the date of this Bareboat

Charter (unless such change was specifically requested in writing by

Charterer);

(ii) caused by or resulting from a present or former connection between the

taxing jurisdiction and Owner (or a shareholder or Affiliate thereof),

including Owner having or having had its place of incorporation, place of

business, permanent establishment or residence in such jurisdiction or the

Vessel being or having been registered in such jurisdiction;

(iii) caused by or resulting from a change in, or reorganisation or expansion of,

the business activities of Owner or any of its Affiliates;

(iv) with respect to net income, profits, gains or overall gross revenues or

receipts of Owner;


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(v) caused by or resulting from, (A) any failure of Owner to comply with any

applicable certification, documentation, reporting, filing, registration or

similar requirement, or (B) otherwise by the negligence or wilful

misconduct of Owner.

(c) If Charterer is required to pay Additional Amounts to Owner pursuant to this

Clause 12.8 and Owner (or any of its Affiliates) receives, directly or indirectly, a

reimbursement (whether by refund, payment, credit, offset or otherwise) of any of

the Taxes with respect to which such Additional Amounts were paid, Owner shall

pay to Charterer the amount of such reimbursement promptly upon the receipt

thereof. Owner shall provide such assistance as Charterer may reasonably request

to obtain such reimbursement. In each calendar year during the Charter Period

and in the calendar year immediately after termination or expiry of the Charter,

Owner shall, within sixty (60) days after the end of such calendar year, provide to

Charterer a certificate in which Owner certifies with respect to such year that it

has not received any such reimbursement or if received, the amount of such

reimbursement, together with supporting documentation.

(d) Owner shall (at Charterer's cost) take measures requested by Charterer, including

the investigation and use of appropriate double tax agreements or treaties, for the

purpose of minimising any Tax liability on Charterer under this Bareboat Charter,

including Additional Amounts provided that this does not increase or create any

additional Tax liability on Owner.

(e) In the event that any authority notifies Charterer that it has improperly failed to

deduct or withhold any Taxes (other than Taxes for which Charterer would be

required to pay Additional Amounts to Owner) from hire or other monies payable

under this Charter, Charterer shall pay such Taxes to such authority and deduct or

withhold such amounts from future payments to Owner or Owner shall pay the

amount of such Taxes to Charterer as promptly as practicable following the

receipt of written demand therefore.

13. Insurance and Repairs

13.1 Charterer covenants with Owner that throughout the Charter Period it will:


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(a) procure and maintain Hull and Machinery insurance on the Vessel and insurance

against war risks (including excess risks) and against protection and indemnity

risks (including pollution liability) (the “Compulsory Insurances”), in each case,

upon such terms and for such amounts as specified in Appendix III of the Time

Charter (or for such higher amount as Owner may request, but subject to the

condition that any additional insurance premiums payable for such increase in the

insured value shall be borne by Owner);

(b) effect the Compulsory Insurances with first class insurance companies,

underwriters, war risks and a protection and indemnity associations that is a

member of the International Group of P&I Clubs; and

(c) procure that the protection and indemnity and/or war risks associations in which

the Vessel is entered shall furnish Owner and any Approved Mortgagees with a

certified copy of the certificate of entry for the Vessel and a letter or letters of

undertaking in such form as may be reasonably required by Owner together with a

certified copy of each certificate of financial responsibility for pollution by oil or

other substances issued by such protection and indemnity and/or war risks

associations in relation to the Vessel.

13.2 Charterer shall procure that the policies in respect of the Compulsory Insurances shall,

in each case, be endorsed to the effect that (subject always to the rights of any Approved

Mortgagees):

(a) payment of a claim for Total Loss shall be applied in accordance with Clause 27;

(b) payment of a claim which is not for a Total Loss shall be made to Charterer who

shall apply the same in or towards making good the loss and fully repairing all

damage in respect of which such payment shall have been made.

13.3 The provisions of this Clause 13 shall not apply to any additional insurance cover

effected by Owner and/or Charterer for their own account and benefit, provided that

such cover shall only be effected if and to the extent that the Compulsory Insurances

effected by Charterer pursuant to this Clause 13 so permit. Owner and Charterer, as the

case may be, shall promptly furnish the other with particulars of any additional


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insurance effected, including copies of any cover notes or policies, and the written

consent of the insurers for the Compulsory Insurances required to be maintained by

Charterer under this Clause 13 in any case where the consent of such insurers is

necessary.

13.4 If at any time Charterer fails to comply with any of the provisions of this Clause 13,

then Owner, shall be at liberty: (a) to procure such insurance and/or entries in a war

risks association or protection and indemnity risks association and/or associations and to

pay any outstanding premiums or calls (as the case may be) in accordance with such

provisions (on the basis that Charterer shall be obliged promptly to reimburse any such

cost); or (b) at any time whilst such failure is continuing to require the Vessel to remain

in port, or (as the case may be) to proceed to and remain at a port or other place

designated by Owner, until such time as such provisions are fully complied with.

14. Redelivery

14.1 At the expiry of the Charter Period the Vessel shall be redelivered by Charterer to

Owner safely afloat, at such safe and ice-free port or place as Charterer may nominate.

Charterer shall give Owner not less than thirty (30) days preliminary notice of expected

date, range of ports of redelivery and not less than fourteen (14) days definite notice of

expected date and port or place of redelivery. Any changes thereafter in the Vessel‟s

position shall be notified immediately to Owner.

14.2 If at the time this Bareboat Charter would otherwise terminate in accordance with

Clause 7, the Vessel is on a laden voyage, Charterer shall continue to have the use of the

Vessel at the same rate and conditions set out herein for as long as necessary to

complete such laden voyage, including discharging the cargo.

14.3 Subject to the provisions of Clause 11, the Vessel shall be redelivered to Owner in the

same or as good structure, state, condition and class as that in which she was delivered,

ordinary wear and tear not affecting class excepted. The Vessel upon redelivery shall

have her survey cycles up to date and trading and class certificates valid for at least six

(6) months.

15. Lien


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15.1 Owner shall not be entitled to, and hereby waives any right to, a lien upon equipment,

cargoes, freights, sub-freights, or sub-hires belonging or due to Charterer or any sub-

charterer and any bill of lading freight, for any claims arising under this Bareboat

Charter.

15.2 Charterer shall not have, and hereby waives any right to, a lien on the Vessel for any

monies paid in advance and not earned, nor for any disbursements and advances for

Owner‟s account, nor for any amounts due to Charterer under this Bareboat Charter.

16. Title and Security Interests

16.1 The Vessel shall at all times following delivery be at the sole and exclusive use of

Charterer albeit that Charterer shall have no right or interest in or to the Vessel except to

the quiet possession, use and enjoyment of the same upon the terms and conditions of

this Bareboat Charter.

16.2 Owner warrants that both before and during the Charter Period the Vessel shall not be

subject to any Owner Security Interest other than an Approved Mortgage and any

Security Interests permitted under Clause 58of the Time Charter.

16.3 Charterer shall prominently display in the chart room and in the Master‟s cabin of the

Vessel a framed notice in plain type reading as follows:

“This Vessel is the property of [name of Owner] [and is subject to a [first priority

mortgage and deed of covenants] [first preferred mortgage] in favour of [name of

Approved Mortgagee(s)]. It is under charter to [name of Charterer] and by the terms of

the Charter neither Charterer nor the Master have any right, power or authority to create,

incur or permit to be imposed on the Vessel any lien whatsoever other than for crew‟s

wages and salvage.”

16.4 Charterer shall indemnify Owner against any loss, damage or expense incurred by

Owner arising out of or in relation to the operation of the Vessel by Charterer, and

against any lien of whatsoever nature arising out of any event occurring during the

Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or

liens arising out of her operation hereunder by Charterer, Charterer shall at its own


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expense take all reasonable steps to secure that within a reasonable time the Vessel is

released.

16.5 Without prejudice to the generality of the foregoing, Charterer agrees to indemnify

Owner against all consequences or liabilities arising from the Master, officers or agents

signing bills of lading or other documents.

16.6 Owner shall indemnify Charterer against any debts, damages and liabilities whatsoever

which Charterer may from time to time be liable to pay, discharge or secure (except to

the extent that the same are the responsibility of Charterer under this Bareboat Charter)

and which have given or may give rise to Security Interests on or claims enforceable

against the Vessel which interfere with Charterer‟s quiet possession, use and enjoyment

of the Vessel, in default of which Charterer shall be entitled to deduct the amount of any

such debt, damages or liability paid or incurred by Charterer, together with interest

thereon at LIBOR plus [ percent ] (__%) per annum, from the payments of hire falling

due under this Bareboat Charter.

16.7 Notwithstanding anything to the contrary contained in this Bareboat Charter, if by

reason of any act, omission or default of Owner (unless brought about by any act,

omission or default of Charterer), Charterer is deprived of the quiet possession, use and

enjoyment of the Vessel for any period, no hire shall be payable until such time as the

quiet possession, use and enjoyment of the Vessel is restored to Charterer.

16.8 If the Vessel be arrested or otherwise detained by reason of a claim or claims against

Owner (except to the extent that the same are the responsibility of Charterer under this

Bareboat Charter), Owner shall at its own expense take all reasonable steps to secure

that within a reasonable time the Vessel is released. In such circumstances Owner shall

indemnify Charterer against any loss, damage or expense incurred by Charterer as a

direct consequence of such arrest or detention and against any hire paid under this

Bareboat Charter in respect of the period of such arrest or detention.

17. Salvage


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All salvage and towage performed by the Vessel and all proceeds from derelicts shall be

for Charterer‟s benefit and the cost of repairing damage occasioned thereby shall be

borne by Charterer.

18. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation Charterer shall

indemnify Owner against any sums whatsoever which Owner shall become liable to pay

and shall pay in consequence of the Vessel becoming a wreck or obstruction to

navigation.

19. General Average

General Average, if any, shall be adjusted according to the York-Antwerp Rules 1994

or any subsequent modification thereof current at the time of the casualty. Hire shall

not contribute to General Average.

20. Assignment, Sub-Charter and Sale

20.1 Charterer shall not sub-charter the Vessel on a bareboat basis except with the prior

consent of Owner, which shall not be unreasonably withheld.

20.2 Charterer shall be entitled to assign its rights under this Bareboat Charter as security in

connection with any financing it may have concluded with respect to the long term

purchase of LNG to which assignment Owner hereby consents.

20.3 Charterer shall be entitled to assign or novate its rights and obligations under this

Bareboat Charter to any Affiliate. Save as aforesaid Charterer‟s rights and obligations

under this Bareboat Charter are not transferable by sale, assignment, novation or other

disposition without the prior written consent of Owner such consent not to be

unreasonably withheld or delayed provided that, without limitation, it shall be

reasonable for Owner to withhold its consent if Owner is not satisfied with the financial

standing of the proposed replacement Charterer.

20.4 Owner‟s rights and obligations under this Bareboat Charter or its rights, title and interest

in the Vessel are not transferable by sale, assignment, novation or other disposition

other than by way of security for the financing or refinancing of the acquisition of the


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Vessel and in compliance with the terms of Clause 58 of the Time Charter, which shall

be deemed to have been incorporated herein as if written out herein in full.

21. Contracts of Carriage

Charterer shall procure that all documents issued during the Charter Period evidencing

the terms and conditions agreed in respect of carriage of goods shall contain a

paramount clause incorporating any legislation relating to carrier‟s liability for cargo

compulsorily applicable in the trade. If no such legislation exists, the documents shall

incorporate the Hague-Visby Rules. The documents shall also contain the New Jason

Clause and the Both-to-Blame Collision Clause.

22. Requisition/Acquisition

22.1 In the event that title to the Vessel is compulsorily requisitioned, acquisitioned or seized

by any governmental or other competent authority (or the Vessel is seized by any

person, entity, or government under circumstances that are equivalent to compulsorily

requisition of title), irrespective of the date during the Charter Period when requisition

or seizure occurs, Charterer shall not be liable to pay hire under this Bareboat Charter

during the period of requisition. In the event that the Vessel is not released from such

requisition, returned to the ownership of Owner and returned to the possession of

Charterer with ninety (90) days of the date when such requisition or seizure occurs,

Charterer shall have the option immediately to terminate this Bareboat Charter.

22.2 In the event that the Vessel should be requisitioned for use or seized by any

governmental or other competent authority or by any person or entity on any basis not

involving or not equivalent to compulsorily requisition of title, hire shall remain due to

Owner during the period of requisition, and any compensation paid in respect of such

requisition shall be for Charterer‟s account; provided, however, that if such requisition

continues for a period in excess ninety (90), Charterer shall have the option immediately

to terminate this Bareboat Charter.

23. War

23.1 For the purpose of this Clause, the words “War Risks” shall include any war (whether

actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil


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commotion, warlike operations, the laying of mines (whether actual or reported), acts of

piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether

imposed against all vessels or imposed selectively against vessels of certain flags or

ownership, or against certain cargoes or crews or otherwise howsoever), by any person,

body, terrorist or political group, or the government of any state whatsoever, which may

be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew

or other persons on board the Vessel.

23.2 The Vessel, unless the written consent of Owner is first obtained, shall not continue to

or go through any port, place, area or zone (whether of land or sea), or any waterway or

canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on

board the Vessel, in the reasonable judgement of Owner, may be, or are likely to be,

exposed to War Risks, provided that Owner shall not be able to withhold its consent if

insurance against such risks is procured by Charterer. Should the Vessel be within any

such place as aforesaid, which only becomes dangerous, or is likely to be or to become

dangerous, after her entry into it, and Charterer has not procured any insurance against

such War Risks, Owner shall have the right to require the Vessel to leave such area.

23.3 The Vessel shall not load or ship contraband cargo (but LNG shall not be deemed to be

contraband of war for the purpose of this Bareboat Charter) or pass through any

blockade, whether such blockade be imposed on all vessels, or is imposed selectively in

any way whatsoever against vessels of certain flags or ownership, or against certain

cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be

subject, or is likely to be subject to a belligerent‟s right of search and/or confiscation.

23.4 Charterer shall have the liberty:

(a) to comply with all orders, directions, recommendations or advice as to departure,

arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge

of cargo, delivery, or in any other way whatsoever, which are given by the

government of the Flag State, or any other government, body or group whatsoever

acting with the power to compel compliance with their orders or directions;

(b) to comply with the orders, directions or recommendations of any war risks

underwriters who have the authority to give the same under the terms of the war


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risks insurance;

(c) to comply with the terms of any resolution of the Security Council of the United

Nations,

(d) to comply with any directives of the European Community, the effective orders of

any other supranational body which has the right to issue and give the same, and

with national laws aimed at enforcing the same to which Owner is subject, and to

obey the orders and directions of those who are charged with their enforcement.

23.5 If war or hostilities break out (whether there be a declaration of war or not) between any

of India, Japan, France, Russia, the United States of America, the People‟s Republic of

China, or the Flag State which significantly disrupts the intended trade of the Vessel,

Charterer may cancel this Bareboat Charter.

24. Termination due to Owner’s Default

24.1 If Owner by any act or omission deprives Charterer of its quiet enjoyment, possession

or use of the Vessel and such act or omission continues for a period of twenty-one (21)

consecutive days or for forty-five (45) days in aggregate in any period of twelve (12)

months, Charterer shall be entitled to terminate this Bareboat Charter with immediate

effect.

24.2 Charterer shall also be entitled to terminate this Bareboat Charter with immediate effect

by written notice to Owner if:

(a) without the prior written consent of Charterer, Owner ceases to be the registered

owner of the Vessel;

(b) Owner is unable or admits inability to pay its debts as they fall due, suspends

making payments on any of its debts, or by reason of its actual or anticipated

financial difficulties commences negotiations with one or more of its creditors

with a view to rescheduling any of its indebtedness;

(c) Owner passes a resolution or has proceedings commenced against it (which are

not stayed within twenty-one (21) days of service thereof on Owner) in the nature

of bankruptcy or reorganisation or for its liquidation or for the appointment of a


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receiver, administrator or trustee in bankruptcy of its undertaking or assets (except

where such action is directly caused by a failure of Charterer to pay hire when

due, or such resolution or proceedings relate to a solvent reorganisation agreed by

Charterer).;

(d) Owner enters into any composition or scheme of arrangement with its creditors

and such action is not directly caused by a failure of Charterer to pay hire when

due;

(e) any event equivalent to any of those described in sub-clauses (b) to (c) occurs in

the country of incorporation of Owner or any country in which Owner has a

material part of its business or assets;

(f) any event equivalent to any of those described in sub-clauses (a) to (d) above

occurs in relation to Owner‟s Guarantor;

(g) the Owner Guarantee provided in accordance with Clause 63 of the Time Charter

is terminated, repudiated or otherwise ceases to be in full force and effect;

(h) till the Delivery of the Vessel, the credit rating of Owner‟s Guarantor, with respect

to the senior unsecured long-term debt of the Guarantor is downgraded below

„BBB-„ by Standard & Poor‟s Rating Services or below „Baa3‟ by Moody‟s

Investors Service or „BBB-„ by Fitch (or if either such agency changes its rating

system, the equivalent successor rating applied by such agency at the time in

question) and Owner fails to provide a replacement guarantee from a guarantor

acceptable to Charterer within thirty (30) days of such downgrade; there occurs a

Change in Control in relation to Owner or a company having directly or indirectly

Control of Owner, including any Change in Control arising from a public offering

of its shares, without Owner having first obtained the prior written consent of

Charterer; or

(i) any of the following:

(i) if anything is done or threatened to be done by Owner which imperils or

would imperil the registration of the Vessel with the flag state;


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(ii) if Owner ceases to be the registered Owner of the Vessel; or

(iii) if the Vessel is arrested or detained by any person for any reason not

attributable to any act, omission or default of Charterer and is not released

within fourteen (14) days;

(iv) Owner commits any material breach of this Bareboat Charter and fails to

remedy such breach within thirty (30) days of receipt of notice from

Charterer;

(v) any representation or warranty made under Clause 64 of the Time Charter

proves to be incorrect or misleading in any material respect;

(vi) Owner enters into any assignment or novation prohibited by Clause 20; or

(vii) Owner places or permits to exist on the Vessel any Security Interest (not

occasioned by any act, omission or default on the part of Charterer) other

than Security Interest which is expressly permitted under Clause 16.

25. Charterer's Default

25.1 Each of the following events whether occurring before or following Delivery of the

Vessel shall constitute a “Charterer‟s Default” for the purposes of this Charter:

(a) Charterer is unable or admits inability to pay its debts as they fall due, suspends

making payments on any of its debts, or by reason of its actual or anticipated

financial difficulties commences negotiations with one or more of its creditors

with a view to rescheduling any of its indebtedness;

(b) Charterer passes a resolution or has proceedings commenced against it (which are

not stayed within twenty-one (21) days of service thereof on Charterer) in the

nature of bankruptcy or reorganisation or for its liquidation or for the appointment

of a receiver, administrator or trustee in bankruptcy of its undertaking or assets;

(c) Charterer enters into any composition or scheme of arrangement with its creditors;

(d) any event equivalent to any of those described in sub-clauses (a) to (c) occurs in


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the country of incorporation of Charterer or any country in which Charterer has a

material part of its business or assets;

(e) Charterer commits any material breach of this Charter and fails to remedy such

breach within thirty (30) days of receipt of notice from Owner;

(f) any representation or warranty made by Charterer under Clause 64 of the Time

Charter proves to be incorrect or misleading in any material respect; or

(g) Charterer fails to pay hire within twenty eight (28) days of a notice of such failure

served by Owner pursuant to Clause 12.9.

25.2 Upon the occurrence of a Charterer‟s Default, Owner shall be entitled to terminate this

Charter by giving notice in writing to Charterer, such termination to take effect from the

date on which such notice of termination is received by Charterer or from any later date

stated in such notice.

26. Purchase Option

26.1 Charterer shall have the option, upon the occurrence of an Owner‟s Default which is

continuing, to purchase the Vessel on the terms of the vessel sale and purchase

agreement (the “Vessel Sale & Purchase Agreement”) set out at Appendix IX to the

Time Charter, save that the provisions of Clause 6 thereof shall not apply, and with

other logical amendments required by Charterer. Such option shall be exercisable by

notice in writing to Owner (the “Purchase Option Notice”) at any time following the

occurrence of any of the events listed in Clause 24.

26.2 Immediately on service of such Purchase Option Notice a binding contract shall come

into effect between Charterer (or its nominee as identified in Charterer‟s notice as

aforesaid) and Owner on the terms set out at Appendix IX to the Time Charter, with

logical amendments required by Charterer. The Purchase Option Notice shall specify:

26.3 The period of thirty (30) days starting no later than one hundred and eighty (180) days

after the date of the Purchase Option Notice, within which Charterer (or its nominee as

aforesaid) will take delivery of the Vessel;


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26.4 The port and/or berth at which Charterer (or its nominee as aforesaid) will take delivery

of the Vessel which shall be one of the Primary Terminals or such other port or berth

within the limits of this Charter as Charterer may select.

27. Loss of Vessel

27.1 For the purpose of this Bareboat Charter, Total Loss shall mean:

(a) an actual, constructive, compromised, agreed or arranged total loss of the Vessel;

or

(a) any hijacking, theft, confiscation, forfeiture, seizure, condemnation, capture,

restraint or disappearance of the Vessel unless the Vessel is released therefrom,

and returned to the possession of Charterer, and ownership of Owner, within thirty

(30) days of the occurrence; or

(b) if the insurers do not admit a claim for an actual or constructive total loss, a total

loss subsequently adjudged by an order or award given by a competent court of

law or arbitration tribunal that a constructive loss of the Vessel has occurred.

27.2 For the purpose of ascertaining the date of the Total Loss:

(a) an actual Total Loss of the Vessel shall be deemed to have occurred at noon

Greenwich Mean Time (“GMT”) on the day of her loss or, if such day is

unknown, on the day when the Vessel was last heard of;

(b) a constructive, compromised, agreed or arranged Total Loss of the Vessel shall be

deemed to have occurred at noon GMT on the date of the casualty or event

resulting in such a Total Loss; and

(c) where the Total Loss is due to hijacking, theft, confiscation, forfeiture, seizure,

condemnation, capture, restraint or disappearance of the Vessel, such Total Loss

shall be deemed to have occurred at noon GMT on the first day following the end

of the thirty (30) day period specified above.

27.3 Charterer shall notify Owner forthwith upon becoming aware of any occurrence as

result of which the Vessel has become or is likely to become a Total Loss.


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27.4 Either Owner or Charterer shall be entitled to give notice advising of a Total Loss but

prior to the giving of such notice there shall be consultation between Charterer and

Owner, and either Party shall be supplied with all such information from the other Party

as may be requested.

27.5 If the Vessel becomes a Total Loss, Charterer‟s obligation to pay hire under this

Bareboat Charter shall terminate immediately on the date of the Total Loss and

Charterer shall have no further liability under this Bareboat Charter save for the

payment of any amounts accrued due and unpaid by it prior to the date of the Total

Loss. Any hire paid in advance shall be immediately returned to Charterer. Without

prejudice to the generality of the foregoing, upon a the occurrence of a Total Loss

Charterer shall have no liability whatsoever to Owner for any claim in respect of the

early termination of this Bareboat Charter or otherwise for the loss of the Vessel.

27.6 Owner shall, upon the request of Charterer promptly execute and deliver such

documents as may be required to enable Charterer to abandon the Vessel to the insurers

and to claim a Total Loss.

27.7 Moneys recoverable under the Compulsory Insurances effected by Charterer pursuant to

Clause 13, or by way of other compensation, in respect of a Total Loss of the Vessel

shall be paid (i) in the amount of the minimum insured value to Owner and (ii) the

balance to Charterer which shall be applied as follows:

(a) First, in payment of any costs, expenses and liabilities whatsoever incurred by

Charterer in or about or incidental to the recovery of such moneys;

(b) Second, in payment of any hire or other moneys whatsoever due and owing to

Owner under this Bareboat Charter up to the date of receipt of such proceeds; and

(c) Third, the balance shall be retained by Charterer.

28. Law and Jurisdiction

28.1 This Bareboat Charter and any non contractual obligations arising out of or in relation

with it shall be governed by and construed in accordance with the laws of England.


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28.2 For purposes of this Bareboat Charter, "Dispute" means any dispute difference,

controversy or claim arising out of, in relation to, or in connection with this Bareboat

Charter, including but not limited to the validity, invalidity, construction, execution,

meaning, performance or non-performance, operation, effect or breach of this Bareboat

Charter, and also including any dispute, difference, controversy or claim arising out of,

in relation to, or in connection with any non-contractual obligations arising out of or in

relation to this Bareboat Charter.

28.3 Disputes shall be referred to and finally resolved by arbitration in London, England, in

accordance with the Arbitration Act 1996, or any statutory modification or re-enactment

thereof save to the extent necessary to give effect to the provisions of this Clause. The

arbitration shall be conducted in accordance with the terms of the London Maritime

Arbitrators Association (“LMAA Terms”) current at the time when the arbitration

proceedings are commenced by a tribunal of three (3) arbitrators who shall be familiar

with time charters and maritime transportation, fluent in spoken and written English,

familiar with the general principles of English law, and experienced in arbitrations

conducted under the LMAA Terms. Service of any request for arbitration made

pursuant to this sub clause shall be at [ ].

28.4 Each Party shall appoint one arbitrator, and the two so appointed shall thereafter appoint

the third arbitrator. The language of the arbitration shall be English. The arbitrators are

not authorised to make any decision or award ex aequo et bono but shall apply the

governing law chosen by the Parties. The arbitral tribunal shall make a written reasoned

award, and is authorised to award costs and attorneys' fees to the prevailing Party as part

of its award. Any award shall be binding and enforceable against the Parties in any

court of competent jurisdiction, and to the extent permitted by law, the Parties hereby

waive any right to appeal such award on the merits.

28.5 The Parties hereby agree that the LMAA Small Claims Procedure (as published from

time to time by the LMAA) may be used, at the request of either Party, to settle disputes

with a monetary value of no more than [US$150,000] (exclusive of interest and the

costs of arbitral proceedings).

28.6 Without prejudice to any other rights or remedies that Charterer may have, Owner

acknowledges and agrees that damages alone would not be an adequate remedy for any


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breach of the terms of this Charter by Owner (including Owner's obligations to deliver

the Vessel to Charterer). Accordingly, Owner acknowledges and agrees that should a

competent court so determine, Charterer shall be entitled to the remedies of injunction,

specific performance or other equitable relief for any threatened or actual breach of the

terms of this Charter.

28.7 In addition to other rights and remedies available to Charterer, Owner agrees that

Charterer shall be entitled to specific performance of Owner's obligations to deliver the

Vessel to Charterer hereunder by way of injunction or other equitable relief prior to

arbitration, it being acknowledged that money damages would not be an adequate

remedy in the event of a breach of such obligation by Owner. Owner further agrees to

waive any requirement for the posting of a bond in accordance with any grant of

equitable relief in connection therewith.

28.8 Each party hereby appoints the following person as its agent to receive service of

process in any relevant proceedings:

Owner:

Attention:

Charterer:

Attention:

29. Notices

29.1 Whenever written notices are required to be given by either party to the other party,

such notices shall be in the English language and sent by registered mail, courier, email

or telefax to the following addresses.

29.2 The address of the Parties for service of such communication shall be:

Notice to Charterer:

[ ]


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Telephone:

Telefax:

Email:

Attention:

Copy to:

Telephone:

Telefax:

Email:

Attention:

Notice to Owner:

[ ]

Telephone:

Telefax:

Email:

Attention:

Copy to:

Telephone:

Telefax:

Email:

Attention:


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or to such other addresses as the parties may respectively from time to time designate.

Any failure to transmit a copy of the notice to a party listed as entitled to receive a copy

shall not in any way affect the validity of any notice otherwise properly given as

provided in this Clause

29.3 Any notice required under this Bareboat Charter to be given in writing shall be deemed

to be duly received only:

(a) In the case of a letter, whether delivered in course of the post or by hand or by

courier, at the date and time of its actual delivery if within normal business hours

between 09.00 a.m. and 05.00 p.m. on a working day at the place of receipt,

otherwise at the commencement of normal business on the next working day.

(b) In the case of a telefax or email, at the time of transmission recorded on the

message or in the case of a telex, at the time of completed transmission with

correct answer-back, in each case, if such time is within normal business hours

between 09.00 a.m. and 05.00 p.m. on a working day at the place of receipt,

otherwise at the commencement of normal business hours on the next working

day at the place of receipt, subject, in the case of notice by telefax, to an

acknowledgement being received by telefax.

.

30. Confidentiality

The Parties agree to keep the terms and conditions of this Bareboat Charter (the

“Confidential Information”) strictly confidential; provided that a party may disclose

Confidential Information in the following cases:

(a) It is already known to the public or becomes available to the public other than

through the act or omission of the disclosing party;

(b) It is required to be disclosed under Applicable Law or by a governmental order,

decree, regulation or rule (provided that the disclosing party shall give written

notice of such required disclosure to the other party prior to the disclosure);

(c) In filings with a court or arbitral body in proceedings in which the Confidential


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Information is relevant and in discovery arising out of such proceedings; or

(d) To any of the following persons on a need to know basis:

(i) a buyer or seller or potential buyer or seller of LNG shipped or to be

shipped on the Vessel;

(ii) an Affiliate of either Party, including the employees, officers, directors and

agents thereof;

(iii) professional advisers retained by a disclosing party;

(iv) persons advising on, providing or considering the provision of financing to

the disclosing party or an Affiliate;

provided that the disclosing party shall exercise due diligence to ensure that no

such person shall disclose Confidential Information to any unauthorised

circumstances.

31. Miscellaneous

31.1 Nothing in this Bareboat Charter shall be construed as creating a partnership of the

parties or their agents or employees or creating an employer and employee relationship

between the parties or their agents or employees nor, unless specifically stipulated

herein, shall this Bareboat Charter be construed to create the relationship of principal

and agent.

31.2 Subject only to the express provisions hereof each of Owner and Charterer

acknowledges and agrees that it has not relied on any covenant, undertaking,

representation or warranty given or made on behalf of the other Party in entering into

this Bareboat Charter or agreeing to any provision hereof and that this Bareboat Charter

including the annex attached hereto (and the Time Charter where required to be read

together with this Bareboat Charter) represents the whole of the agreement between

Owner and Charterer in relation to its subject matter and supersedes and replaces all

other written or oral negotiations, representations, warranties, agreements and

undertakings in relation thereto. No addition to or variation of this Bareboat Charter


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shall have any force or effect unless in writing of duly authorised representatives of

Owner and Charterer.

31.3 No act, omission, course of dealing, forbearance, indulgence, approval or delay by

Owner or Charterer in exercising their respective rights hereunder (whether pursuant to

any default of the other or otherwise), or in enforcing any of the terms or conditions of

this Bareboat Charter, nor any granting of time, shall prejudice or affect or be in

derogation of the rights and remedies of such Party hereunder and no such matter shall

be treated as evidence, or constitute a waiver, of any rights of Owner or Charterer as the

case may be.

31.4 If at any time any provision of this Bareboat Charter is or becomes invalid, illegal or

unenforceable in any respect under any law of any jurisdiction neither the validity,

legality and enforceability of the remaining provisions shall not be in any way affected

or impaired as a result.

31.5 This Bareboat Charter may be executed in any number of counterparts and all such

counterparts taken together shall be deemed to constitute but one and the same

instrument.

31.6 No failure or delay by either Party in exercising any right or remedy under this Bareboat

Charter shall operate as a waiver, nor shall any single or partial exercise of any right or

remedy prevent any further or other exercise or the exercise of any other right or

remedy. The rights and remedies provided in this Bareboat Charter are cumulative and

not exclusive of any rights or remedies provided by law.

31.7 No one who is not a party to this Bareboat Charter shall have the benefit of, or be

entitled to enforce, any provision of this Bareboat Charter pursuant to the Contracts

(Rights of Third Parties) Act 1999.

31.8 The cancellation termination or expiry of this Bareboat Charter shall not affect the

rights and obligations of either party which have accrued on or prior to, or arise in

consequence of, such termination, cancellation or expiry.


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AS WITNESS the hands of the duly authorised representatives of the parties hereto the day

and year first before written.

SIGNED by )

and by )

for and on behalf of )

[ ] )

in the presence of:- )

SIGNED by )


[ ] )

in the presence of:- )


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ANNEX 1

Vessel Description

[To be inserted from Appendix I of the Time Charter at the time of entry into the

Bareboat Charter.]


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APPENDIX IX – FORM OF VESSEL SALE AND PURCHASE AGREEMENT

THIS VESSEL SALE AND PURCHASE AGREEMENT

Dated: [ ]

BETWEEN

[ ] a company incorporated in [ ] and having its registered office at [ ]

(hereinafter called the "Seller"), has agreed to sell, and

[ ], a company incorporated in [] and having its registered office at [ ] or its

nominee (hereinafter called the '"Buyer"), has agreed to buy:

Name: [ ] Builder‟s Hull No. [ ]

Classification Society /Class: [ ]

Built: By: (the "Builder")

Flag: Place of Registration:

Call Sign: [ ]

Grt/Nrt: [ ]

Register Number [ ]

hereinafter called the “Vessel”, as more particularly described in Appendix I to the Time

Charter, on the following terms and conditions:

1. Definitions

1.1 In this Agreement, the following terms shall have the meanings hereby assigned to them

in this Clause 1.1:


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“Banking Days” means any days on which banks are open for business in New York

and [].

“Delivery Window” means the period of thirty (30) days specified in the Purchase

Option Notice within which Seller shall tender the Vessel for delivery;

“LIBOR” has the meaning given to it in the Time Charter.

“Notice of Readiness” has the meaning given to it in Clause 4;

“Purchase Price” has the meaning given to it in Clause 1;

“Purchase Option” means the option given to Buyer to purchase the Vessel pursuant to

Clause 51 of the Time Charter;

“Purchase Option Notice” means the notice given by Buyer under Clause 49.1 of the

Time Charter exercising its option to purchase the Vessel which shall specify the

Delivery Window and the place of delivery;

“Time Charter” means the time charter party dated [ ] made between the Seller and [

] in respect of the Vessel.

2. Purchase Price

The purchase price payable to Seller under this Agreement shall be ____________

United States Dollars (________US$) (the "Purchase Price").

3. Deposit

Buyer shall not be required to pay any deposit.

4. Payment

The Purchase Price shall, subject to Clause 6, be paid in full and free of bank charges to

a bank account nominated by Seller on delivery of the Vessel in accordance with Clause

5.

5. Notices, time and place of delivery


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5.1 The Vessel shall be delivered and taken over safely afloat at the port or place nominated

by Buyer in the Purchase Option Notice not later than five (5) Business Days after:

(a) the Vessel is in every respect physically ready for delivery in accordance with the

terms and conditions of this Agreement;

(b) Seller is able to furnish all the documents specified in Clause 8; and

(c) the Notice of Readiness has been given in accordance with Clause 5.3.

5.2 The Vessel shall be delivered within the Delivery Window.

5.3 Seller shall keep Buyer well informed of the Vessel's itinerary and shall provide Buyer

with thirty (30), fifteen (15), five (5) and two (2) days' notice of the estimated time of

arrival at the place of delivery. When the Vessel is at the place of delivery and in every

respect physically ready for delivery in accordance with this Agreement and Seller is

able to furnish the documents specified in Clause 8, Seller shall give Buyer a written

notice of readiness for delivery (the "Notice of Readiness"). The Notice of Readiness

shall be given by Seller on or prior to the last day in the Delivery Window.

6. Inspection of Vessel and the Vessel’s Records

6.1 Buyer shall have the right to inspect the Vessel's classification records and deck and

engine log books at any time after it exercises the Purchase Option.

6.2 Buyer shall have the right to inspect the Vessel, while it is afloat or in dry-dock, at any

time prior to delivery. The inspection shall be conducted by an independent surveyor

jointly appointed by the parties, and the parties shall agree the condition of the Vessel

based on the results of the inspection. The cost of such inspection (including with

respect to any time lost by the Vessel) shall be shared by Buyer and Seller.

6.3 The Vessel is to be delivered without dry-docking. However, Buyer shall have the right,

at its expense to arrange for an underwater inspection by a diver approved by the

Classification Society prior to the delivery of the Vessel. Seller shall at its cost make the

Vessel available for such inspection. The extent of the inspection and the conditions

under which it is performed shall be to the satisfaction of the Classification Society. If

the conditions at the port of delivery are unsuitable for such inspection, the Seller shall,


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at its expense, make the Vessel available at a suitable alternative place near to the

delivery port.

6.4 Should any of the inspections conducted pursuant to Clause 6.2 or 6.3 reveal that the

Vessel does not comply with the conditions specified in Clause 2 of the Time Charter,

Seller shall be responsible for the cost of any repair, replacement or other work that is

required to make the Vessel so compliant (the “Remedial Work”).

6.5 Seller shall exercise its best efforts to carry out such Remedial Work at its cost prior to

delivery where delivery can be effected within the Delivery Window.

6.6 If such repairs cannot be effected prior to delivery, Buyer shall be entitled to deduct a

reasonable estimate of the cost of such repairs from the Purchase Price. Such estimate

shall include the cost of deviating the Vessel to an appropriate repair facility, the cost of

unavailability of the Vessel valued at the then current market rate for a vessel of similar

age and specifications and, if appropriate, the cost of LNG heel (valued at the last

documented price) lost in warming up, gas freeing and, cooling down of the Vessel.

Upon completion of the Remedial Work, Buyer shall present to Seller the calculation of

the actual cost of such Remedial Work, together with supporting documentation. If the

actual cost of such Remedial Work differs from Buyer‟s reasonable estimate as

aforesaid, Buyer or Seller (as the case may be) shall pay the outstanding balance

promptly to the other.

7. Spares/bunkers, etc.

7.1 Seller shall deliver the Vessel to Buyer with everything belonging to her on board and

on shore. All spare parts and spare equipment including any Depot Spares, if any,

belonging to the Vessel at the time of inspection used or unused, whether on board or

not, shall become Buyer's property. Forwarding charges, if any, shall be for Buyer's

account. The radio installation and navigational equipment shall be included in the sale

without extra payment if they are the property of the Seller. Unused stores and

provisions shall be included in the sale and be taken over by Buyer without extra

payment.


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7.2 Seller has the right to take ashore crockery, plates, cutlery, linen and other articles

bearing the Seller's flag or name, provided they replace same with similar unmarked

items. Library, forms, etc., exclusively for use in the Seller's vessel(s), shall be excluded

without compensation. Personal belongings of the Master, officers and crew, including

the slop chest, are to be excluded from the sale.

7.3 Buyer shall take over any unused lubricating oils in storage tanks and sealed drums and

pay (to the extent that it has not already reimbursed Owner through payment of Charter

Hire or otherwise) the last documented price paid by Seller for such lubricating oils.

Buyer shall also take over any bunkers and LNG remaining in the Vessel following

discharge of cargo on delivery at no additional cost.

7.4 Payment under this Clause shall be made at the same time and place and in the same

currency as the Purchase Price.

8. Documentation

8.1 The place of closing shall be agreed in writing by Seller and Buyer. In exchange for

payment of the Purchase Price, Seller shall furnish Buyer with delivery documents,

namely:

(a) Legal Bill of Sale, duly attested in a form recordable in the country in which

Buyer is to register the Vessel, warranting that the Vessel is free from all

encumbrances, mortgages and maritime liens or any other debts or claims

whatsoever, duly notarised and legalised by the consul of such country or other

competent authority and three certified copies of such bill of sale;

(b) Seller‟s power of attorney, duly notarized and legalized, authorizing execution of

the Bill of Sale and completion of all closing formalities;

(c) Minutes of the board of directors of Seller authorizing the execution of the Bill of

Sale and the granting of the power of attorney;

(d) Certificate of good standing of Seller dated not more than seventy-two (72) hours

prior to delivery;

(e) Permission for transfer and deletion issued by Flag State (if so requested by


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Charterer);

(f) Current certificate of ownership issued by the competent authorities of the flag

state of the Vessel.

(g) All plans, drawings, and operating manuals of the Vessel;

(h) Class maintenance certificate issued within seventy-two (72) hours prior to

delivery.

(i) Certificate issued by the competent authorities stating that the Vessel is free from

registered encumbrances dated not more than twenty-four (24) hours prior to

delivery.

(j) If requested by Charterer, a Certificate of Deletion of the Vessel from the Vessel's

registry or other official evidence of deletion appropriate to the Vessel's registry at

the time of delivery, or, in the event that the registry does not as a matter of

practice issue such documentation immediately, a written undertaking by Seller to

effect deletion from the Vessel's registry forthwith and furnish a certificate or

other official evidence of deletion to Buyer promptly and latest within ten (10)

days after the Purchase Price has been paid and the Vessel has been delivered; and

(k) Any such additional documents as may reasonably be required by the competent

authorities for the purpose of registering the Vessel or completing the sales

transaction, provided Buyer notifies Seller of any such documents as soon as

possible after the date of this Agreement.

8.2 At the time of delivery, Buyer and Seller shall sign and deliver to each other a Protocol

of Delivery and Acceptance confirming the date and time of delivery of the Vessel from

Seller to Buyer.

8.3 At the time of delivery, Seller shall hand to Buyer the classification certificate(s) as well

as all plans, operating manuals etc., which are in Seller's possession or on board the

Vessel. Other certificates which are in Seller's possession or on board the Vessel shall

also be handed over to Buyer unless Seller is required to retain the same, in which case

Buyer has the right to take copies. Other technical documentation which may be in


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Seller's possession shall be promptly forwarded to Buyer at its expense, if it so requests.

Seller may keep the Vessel's log books but Buyer shall have the right to take copies of

same.

9. Encumbrances

Seller warrants that the Vessel, at the time of delivery under this Agreement, is free

from all charters, encumbrances, mortgages and maritime liens or any other debts

whatsoever (except for any encumbrances created by Charterer). Seller hereby

undertakes to indemnify Buyer against all consequences of claims made against the

Vessel which have been incurred prior to the time of delivery.

10. Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under

Buyer's flag shall be for Buyer's account, whereas similar charges in connection with

the closing of Seller's register shall be for Seller's account.

11. Condition on delivery

11.1 The Vessel with everything belonging to her shall be at Seller's risk and expense until

she is delivered to Buyer.

11.2 The Vessel shall be delivered with her class maintained without

condition/recommendation with her classification certificates and national certificates,

as well as all other certificates the Vessel had at the time of inspection, valid and

unextended without condition/recommendation by Class or the relevant authorities at

the time of delivery.

12. Name/markings

12.1 Upon delivery the Buyer undertakes to change the name of the Vessel and alter funnel

markings if the name and funnel markings of the Vessel reflect Owner‟s proprietary

logo or style.

13. Buyer's default


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Should the Purchase Price not be paid in accordance with the terms hereof, Seller shall

have the right to cancel this Agreement.

14. Seller's default

14.1 Should Seller fail to give Notice of Readiness in accordance with Clause 5.2, or fail to

be ready to validly complete a legal transfer in accordance with Clause 8, Buyer shall

have the option of cancelling this Agreement.

14.2 If after Notice of Readiness has been given but before Buyer have taken delivery, the

Vessel:

(a) ceases to be physically ready for delivery and is not made physically ready again

in every respect by the last day of the Delivery Window stipulated in Clause 4; or

(b) becomes an actual, constructive or compromised total loss;

the Buyer shall have the option to cancel this Agreement.

14.3 Should Seller fail to deliver the Vessel for the reasons stated in clauses 14.1 and 14.2

above and such failure results from Seller‟s negligence, Seller shall compensate Buyer

for its direct loss and for all expenses together with interest. Interest shall be calculated

at a rate per annum, corresponding to three per cent (3%) above LIBOR calculated on

the basis of a 360 day year.

14.4 If any insolvency of Seller (as defined in Clause 46.1(a) to (d) of the Time Charter,

which shall be deemed to have been incorporated herein as if set out herein in full) prior

to delivery, Buyer shall have the option to cancel this Agreement.

15. Law and Jurisdiction

15.1 This Agreement and any non contractual obligations arising out of or in connection with

it shall be governed by and construed in accordance with English law.

15.2 For purposes of this Agreement, “Dispute” means any dispute arising out of, in relation

to, or in connection with this Agreement, including but not limited to the validity,


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invalidity, construction, execution, meaning, performance or non-performance,

operation, effect or breach of this Agreement.

15.3 In the event any Dispute cannot be resolved amicably by the Parties, then either Party

may initiate arbitration proceedings and such dispute shall be finally determined by

arbitration in London, England in accordance with the rules of the London Maritime

Arbitrators Association (the “LMAA Rules”), as amended, by a panel of three (3)

arbitrators who shall be familiar with time charters and maritime transportation, fluent

in spoken and written English, familiar with the general principles of English law, and

experienced in arbitrations conducted under the LMAA Rules. Notwithstanding the

above provisions, either Party may seek interlocutory relief in equity, if appropriate.

15.4 Each Party shall appoint one arbitrator, and the two so appointed shall thereafter appoint

the third arbitrator. The language of the arbitration shall be English. The arbitrators are

not authorised to make any decision or award ex aequo et bono but shall apply the

governing law chosen by the Parties. The arbitral panel shall make a written reasoned

award, and is authorised to award costs and attorneys' fees to the prevailing Party as part

of its award. Any award shall be binding and enforceable against the Parties in any

court of competent jurisdiction, and the Parties hereby waive any right to appeal such

award on the merits or to challenge the award except on the grounds set forth in Article

V of the United Nations Convention on the Recognition and Enforcement of Foreign

Arbitral Awards. Notwithstanding the foregoing agreement to arbitrate, the Parties

expressly reserve the right to seek provisional relief from any court of competent

jurisdiction to preserve their respective rights pending arbitration, and in seeking such

relief shall not waive the right of arbitration.

15.5 The Parties hereby agree that the LMAA Small Claims Procedure (as published from

time to time by the LMAA) may be used, at the request of either Party, to settle disputes

with a monetary value of no more than [US$150,000] (exclusive of interest and costs of

the arbitral proceedings).

15.6 It shall be a condition precedent to the right of any Party to a stay of any legal

proceedings in which maritime property has been or may be, arrested in connection with

a dispute under this Agreement, that that Party furnishes to the other Party security to


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which that other Party would have been entitled in such legal proceedings in the absence

of a stay.

15.7 In addition to other rights and remedies available to Buyer, Seller agrees that Buyer

shall be entitled to specific performance of Seller's obligation to deliver the Vessel and

the legal instruments identified in 8 above to Buyer hereunder by way of injunction or

other equitable relief prior to arbitration, it being acknowledged that money damages

would not be an adequate remedy in the event of a breach of such obligation by Seller.

Owner further agrees to waive any requirement for the posting of a bond in connection

with any grant of equitable relief in connection therewith.

15.8 The Seller hereby irrevocably appoints [ ] as its agent for service of any

process issued in connection with this Agreement.

15.9 The Buyer hereby irrevocably appoints [ ] as its agent for service of any

process issued in connection with this Agreement.

16. Notices

16.1 Any notice to be given by either party to the other party shall be in writing in the

English language and may be sent by fax, registered or recorded mail or by personal

service.

16.2 The address of the Parties for service of such communication shall be:

Notice to Seller:

[ ]

Telephone:

Telefax:

Email:

Attention:


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Notice to Buyer:

[ ]

Telephone:

Telefax:

Email:

Attention:

or to such other addresses as the parties may respectively from time to time designate by

notice in writing.

16.3 Any notice required under this Agreement to be given in writing shall be deemed to be

duly received only:

(a) in the case of a fax at the time of transmission recorded on the message if such

time is within normal business hours on a working day at the place of receipt,

otherwise at the commencement of normal business hours on the next working

day there;

(b) in the case of a letter, whether delivered in course of the post or by hand or by

courier, at the date and time of its actual delivery if within normal business hours

on a working day at the place of receipt otherwise at the commencement of

normal business on the next such working day.

17. Confidentiality

The Parties agree to keep the terms and conditions of this Vessel Sale & Purchase

Agreement (the “Confidential Information”) strictly confidential; provided that a party

may disclose Confidential Information in the following cases and to the extent that:

(a) It is already known to the public or becomes available to the public other than

through the act or omission of the disclosing party;

(b) It is required to be disclosed under applicable law or by a governmental order,


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decree, regulation or rule (provided that the disclosing party shall give written

notice of such required disclosure to the other party prior to the disclosure);

(c) In filings with a court or arbitral body in proceedings in which the Confidential

Information is relevant and in discovery arising out of such proceedings; or

(d) To any of the following persons on a need to know basis:

(i) a buyer or seller or potential buyer or seller of LNG shipped or to be

shipped on the Vessel;

(ii) an Affiliate of either party, including the employees, officers, directors and

agents thereof;

(iii) professional consultants retained by a disclosing party;

(iv) financial persons advising on, providing or considering the provision of

financing to the disclosing party or an Affiliate;

provided that the disclosing party shall exercise due diligence to ensure that no

such person shall disclose Confidential Information to any unauthorised third

parties.

18. Miscellaneous

18.1 No amendment, modification, or variation of, or supplement to this Agreement shall be

valid unless it is in writing and executed by authorised designees of Seller and Buyer.

18.2 If any provision of this Agreement is invalid or unenforceable that provision shall, to

the extent of that invalidity and unenforceability, be disregarded and the remainder of

this Agreement shall continue in full force and effect.

18.3 No provision of this Agreement shall be interpreted or construed against a party because

that party or its legal representative drafted the provision.

18.4 Any waiver of any term or right under this Agreement shall not constitute a precedent

nor bind the party making the waiver to make a waiver of the same or any other term or

right.


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IN WITNESS WHEREOF the parties hereto have caused executed on the day and year first

written above.

SIGNED by )

)


SIGNED by )

)



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APPENDIX X – PURCHASE OPTION PRICES

1. The Purchase Price for the purposes of the Purchase Option Notice pursuant to Clause

51 of the Charter, shall be equivalent to the depreciated Vessel Cost as of the [earliest

date] in the 30 (thirty) day delivery window specified in the Purchase Option Notice

for delivery of the Vessel.

Provided that where the Purchase Option Notice has been issued pursuant to an Owner

Default (i.e. pursuant to Clause 51.1(a)), the Purchase Price shall be the higher of (i)

the amount determined as aforesaid and (ii) the Outstanding Debt for the Vessel, as of

the [earliest date] in the 30 (thirty) day delivery window specified in the Purchase

Option Notice for delivery of the Vessel;

2. For the purposes of the foregoing:

(i) The useful life of Vessel shall be deemed to be 30 (thirty) years, commencing

from the Scheduled Delivery Date;

(ii) The Vessel shall be deemed to have 0 (zero) residual value at the end of the

aforesaid useful life;

(iii) The “Vessel Cost” shall be aggregate vessel cost in United States Dollars, as

provided by the Successful Bidder in terms of Appendix XVIII - LNG Vessel

Cost and Financing for the Vessel, pursuant to which the Charter was entered

into with the Owner;

(iv) The depreciation for the purposes of the determination of the Purchase Price

shall be determined on a straight line basis;

(v) “Outstanding Debt” means the amount outstanding in respect of the principal

amount of loans, interest accruing under the Finance Documents, swap

breakage costs, fees and reasonable costs and expenses under the Finance

Documents at that time, provided that such amount shall not include: (a) the

principal amount of any loan that is in excess of US $[_____] [Note: this is to

be the amount provided in terms of Vessel Cost Breakup provided by the

Successful Bidder in terms of Appendix XVIII - LNG Vessel Cost and

Financing in its bid for the Vessel, as the Debt component of the Vessel Cost];

(b) any amount in respect of interest, fees and costs and expenses relating to

such excess, as referred to in (a) above; (c) any amount of principal, interest,

fees, costs, expenses or swap breakage costs which are outstanding as a result

of the principal amount of the loan facility provided by the Lenders to Owner

under the Finance Documents (for the avoidance of doubt after the satisfaction


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or waiver of any conditions precedent thereto) being increased, or re-borrowed

after repayment or prepayment, in either case at any time after the date hereof;

(d) any default premium, interest or charges, payable in addition to the interest;

and

(vi) “Lenders” and “Finance Documents” shall have the meaning ascribed to

them in quiet enjoyment agreement for the Vessel, as executed in accordance

with Appendix XII of the Charter.


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APPENDIX XI – DETAILED PERFORMANCE CRITERIA

1. Speed Warranties

1.1 Owner guarantees that the Vessel is capable of steaming and, subject to Paragraph 1.2,

shall steam at the Design Speed as set out in Clause 30.1 of the TCP.

1.2 Charterer may order the Vessel to steam at the Design Speed or at any lesser speed, but

not at an average speed greater than the Design Speed, except with Owners' consent,

which shall not be unreasonably withheld.

2. Timeliness

2.1 Prior to each voyage Charterer may, subject to Paragraph 1.2, instruct the Vessel to

proceed so as to arrive at the pilot boarding station at each port at a given date and time

(the "Scheduled Arrival Time" or "SAT"); provided however:

(a) In the event Charterer fails to provide a SAT to Owner the SAT shall be deemed

to be the estimated arrival time of the Vessel assuming the Vessel steams at the

Design Speed by the shortest safe route to the named port measured from pilot

station to pilot station (a “Sea Passage”) (or the route specified by Charterer, if

different) from the time Charterer instruct the Vessel to proceed.

(b) The SAT shall in any event not be earlier than the estimated arrival time

calculated in accordance with Paragraph 2.1(a).

(c) Subject to Paragraph 1.2, Charterer may amend the SAT from time to time during

or prior to each voyage to accommodate changes in circumstances concerning the

voyage (the “Amended SAT”).

2.2 The speed at which the Vessel needs to steam in order to meet the SAT or the Amended

SAT or any permissible speed ordered by Charterer shall be a "Guaranteed Speed".

2.3 Charterer shall compare the actual time of arrival of the Vessel at the pilot station at

each port with the SAT save that if the SAT was amended solely for reasons not


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attributable to any failure in performance by the Vessel, then such comparison shall be

made with the Amended SAT.

2.4 If the Vessel arrives at the pilot station of the arrival port not later than three (3) hours

after the SAT or Amended SAT, where applicable, the Vessel shall be deemed to have

arrived "On Time". If the Vessel arrives at the pilot station more than three (3) hours

after the SAT, or Amended SAT where applicable, the Vessel shall be deemed to have

arrived "Late".

2.5 Subject to Paragraph 2.6 and 2.7, Charterer shall be entitled to make a deduction from

hire in respect of any period by which the Vessel arrives Late.

2.6 Notwithstanding the foregoing, but subject to Paragraph 0, Charterer shall not be

entitled to make any deduction from hire if the Vessel arrives Late to the extent that

such late arrival is caused by one or more of the following during the voyage:

(a) the incidence of bad weather, being any period of time in which the Vessel has to

proceed in wind force in excess of Beaufort Force five (5) for a continuous more

than twelve (12) hours noon to noon, or

(b) poor visibility, or

(c) congested waters, or

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

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

(f) the saving of life or (with Charterer‟s consent) property, (Paragraphs2.1(a) to (f)

being known as "Restricted Periods");

The Master shall record in his daily noon report the time lost in the previous twenty four

(24) hours due to any of the matters referred to in this Paragraph 2.6 and any distance

covered during such period.

2.7 If the Vessel arrives late, the following calculation shall be made to assess the period in

respect of which Charterer shall be entitled to deduct. The speed of the Vessel shall be


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calculated over the Sea Passage excluding all Restricted Periods (the "Achieved

Speed"). If the Achieved Speed equals or exceeds the Guaranteed Speed, Owner shall

be deemed to have met the speed warranties. If the Achieved Speed is less than the

Guaranteed Speed, Charterer shall apply the Achieved Speed to the total Sea Passage

and the time at which the Vessel would have arrived if steaming at the Achieved Speed

shall be the Deemed Arrival Time. Charterer shall be entitled to deduct hire to the extent

to which the Deemed Arrival Time exceeds the SAT by more than three hours.

2.8 The relationship between this Paragraph 2 and Clauses 5.7, 8.1, and 25, 27, 29.5, 38,

40.4, 47.2, 50.4, 53.4, 54.3, 56.1, 60.5 or other provisions of the Charter pursuant to

which the Vessel is deemed to be off-hire (the "Off-Hire Clauses") shall be as follows:

(a) Periods of off-hire under any of the Off-Hire Clauses shall be excluded for all

purposes from calculations under this Paragraph 2.

(b) Paragraph 2 shall apply to deal with lateness to which the Off-Hire Clauses do not

apply pursuant to Clause 25.2.

3. Guaranteed Daily Fuel Consumption

3.1 Owners guarantee that subject to the other provisions of Appendix I, the maximum daily

fuel consumption of the Vessel for all purposes shall not exceed the quantities tabulated

in Clause 30.1 and, where applicable shall be prorated between the speeds shown.

3.2 The average speed in knots on any Voyage (as defined in Paragraph 4) shall be

calculated by reference to the observed distance steamed and the duration of the

Voyage, but excluding from the calculation of average speed the duration of all off-hire

periods and distance covered in such periods and excluding the distance covered during

any deviation which is not an off-hire period because the Vessel arrives On Time.

4. Definitions for Fuel Consumption

4.1 In this Appendix XI, and the TCP:

(a) "EOP" means the time the Vessel records “End of Passage” on arrival after any

voyage, within one (1) hour maximum before pilot boarding; and


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(b) "FAOP" means the time the Vessel proceeds “Full Away On Passage” from her

departure point on a voyage, within one (1) hour maximum after dropping pilot.

(c) Performance Period (the “Performance Period”) is defined as the period between

(i) the Commencement of Charter and the conclusion of the calendar year in

which the Commencement of Charter occurs; and (ii) thereafter shall mean the

period commencing on the first day of each calendar year and ending at the

conclusion of that calendar year; and (i) in respect of the year in which the Carter

expires shall mean the period between the first day of the calendar year in which

the Charter Period expiry and the date of expiry of the Charter Period.

5. Forced Vaporisation and use of Boil-Off

5.1 The Master shall notify Charterer if he is of the opinion that the Vessel will not, on

arrival at the loading port, be able to commence bulk loading within half one (1) hour

after cooling of the loading arms even with spray cooling on the ballast sea passage.

5.2 Without prejudice to any of Owner‟s or Charterer‟s obligations under this Paragraph 10,

if Owner intends to order spray cooling at any time during the Charter Period, Owner

agrees, if requested by Charterer, to discuss the reasons and technical basis for spray

cooling.

5.3 Subject to the provisions of this Charter, Owner shall have free use of Boil-Off. Owners

shall exercise due diligence to minimise the use of the gas combustion unit during the

normal operation of the vessel. At no time during the Charter Period, (except for safety

reasons) shall the Vessel use the vent system as a primary means of controlling the

cargo tank pressure. Any such safety related venting, or venting caused by any other

reason, shall immediately be reported to Charterer with full explanation as to why

venting was required and duration and quantity of venting.

6. Provisions for Gauging

6.1 The time at which any volume of LNG is determined is referred to in this Charter as a

gauging time.


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6.2 In relation to any laden sea passage the cargo volume on loading at the start of the laden

sea passage shall be the volume of LNG contained in the Vessel's cargo tanks measured

promptly after loading upon closing of the Vessel's custody transfer system and on

discharge at the end of the laden sea passage shall be the volume of LNG contained in

the Vessel's cargo tanks measured promptly before discharging upon opening of the

Vessel's custody transfer system.

6.3 In relation to any ballast sea passage the LNG heel volume after discharge (i.e. at the

start of the ballast sea passage) shall be the volume of LNG contained in the Vessel's

cargo tanks measured upon closing of the Vessel's custody transfer system in the

discharge port and the LNG heel volume on loading (i.e. at the end of the ballast sea

passage) shall be the volume of LNG contained in the Vessel's cargo tanks measured

upon opening of the Vessel's custody transfer system in the loading port.

7. Hull Fouling, Underwater Cleaning

7.1 In the event Charterer determines on reasonable grounds that the Vessel‟s performance

under this Charter may be affected by hull or propeller fouling for any circumstance

other than as set out in below this Paragraph 7.1, Charterer may request Owner at any

time to arrange a joint underwater inspection. If such inspection reveals fouling which

that is likely to affect the Vessel‟s ability to meet the performance warranties under this

Charter, Charterer may request to arrange for the cleaning afloat of the Vessel's

underwater hull and propeller whereupon Owner shall arrange for the said cleaning to

take place provided that:

(a) the Vessel is free of cargo but may be under vapour if permitted by the port

authority; and

(b) in Owners' opinion such cleaning will not damage in any way the Vessel's

underwater hull coatings; and

(c) such cleaning afloat can be carried out safely at a place approved by Owner and

where the water is sufficiently clear for an underwater survey to be made of the

cleanliness of the Vessel's hull and propeller immediately thereafter.


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7.2 If any hull or propeller fouling that is likely to affect the Vessel‟s performance is

detected, the cost of such inspection and underwater hull and propeller cleaning and

underwater survey referred to in Paragraph 7.1 shall be for Owner‟s account and the

Vessel shall remain off hire for their duration. If the underwater survey shows that both

the Vessel's underwater hull and propeller are clean, a successful cleaning shall be

deemed to have occurred and the cost the inspection shall be to the Charterer‟s account.

8. Hull Fouling due to Slow Steaming, Waiting at Anchorage and Laying Up

8.1 If Charterer orders the Vessel to wait at anchorage or in lay up for more than fifteen

(15) days on any one occasion or more than sixty (60) days comprising periods of not

less than five (5) days each in any period of six (6) months, and, if as a result of such

waiting or lay-up Owner has good reason to believe that the performance of the Vessel

or her fuel consumption is affected and speed and/or fuel warranties can no longer be

met because of fouling, then Owner shall so state by written notice to Charterer and if

Charterer request, shall carry out an underwater inspection at Charterer‟s expense to see

if there is fouling of the hull and/or propeller.

8.2 To prevent hull fouling from marine growth during the Charter Period, wherever

practically possible, Charterer is required to steam the Vessel for a period of 24 hours,

every 7 days at a speed in excess of 14knots.

8.3 If as a result of the aforesaid inspection, Owner consider that there is evidence of such

fouling then if Charterer so requests, Owner shall arrange and carry out cleaning afloat

of the Vessel's underwater hull and propeller provided that the provisions of Paragraph

7.1, (b) and (c) apply.

8.4 The cost of such underwater hull and propeller cleaning and underwater survey referred

to in Paragraph 8.3 shall be to the Charterer‟s account and the Vessel shall remain on

hire for their duration. If the underwater survey shows that both the Vessel's underwater

hull and propeller are clean, a successful cleaning shall be deemed to have occurred.

8.5 If any inspection pursuant to Paragraph 7.1 reveals the presence of hull or propeller

fouling, or if Charterer declines to request an inspection following receipt of a notice

from Owner under Paragraph 7.1, then Owner may give notice to Charterer that


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performance is affected by fouling and Owner shall be deemed to have complied with

the speed and fuel warranties until the completion of the next periodic dry-docking or

successful cleaning, whichever occurs sooner.


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APPENDIX XII – FORM OF LETTER OF QUIET ENJOYMENT

THIS QUIET ENJOYMENT AGREEMENT (this “Agreement”), dated as of [●], 20[●],

is entered into between:

(1) [NAME OF CHARTERER], a [company] organised and existing under the laws of

[●] (the “Charterer”);

(2) [NAME OF SECURITY TRUSTEE], as Security Trustee (together with its

successors in such capacity, the “Security Trustee”) for the sole benefit of the

Finance Parties under the Finance Documents (as each such term is defined below);

and

(3) [NAME OF VESSEL OWNER], a company organised and existing under the laws of

[●] (the “Owner”).

The Charterer, the Security Trustee and the Owner are sometimes collectively referred to in

this Agreement as the “Parties” and individually as a “Party”.

RECITALS

A. The Owner will be the registered owner of a [●] cubic meter liquefied natural gas

tanker [under construction]/[to be constructed] at [●] and having builder‟s hull number

[●] (the “Vessel”), which the Owner will acquire from [●] (the “Ship Builder”)

pursuant to a shipbuilding contract dated [●] between the Owner and the Ship Builder

(the “Ship Building Contract”).

B. Pursuant to an LNG vessel time charter party dated [●] made between the Charterer

and the Owner in respect of the Vessel (the “Charter”), the Charterer will time charter

the Vessel from the Owner for an initial period of approximately [twenty (20)] years

(subject to early termination rights) from the date of delivery under the Charter.


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C. Pursuant to a facility agreement dated [●] (the “Facility Agreement”) among:

(i) the Owner;

(ii) the Security Trustee;

(iii) [name of facility agent], as agent on behalf of the Lenders (the “Agent”); and

(iv) the banks and financial institutions listed in a schedule to the Facility

Agreement (the “Lenders”, and together with the Security Trustee and the

Agent, the “Finance Parties”),

the Lenders have agreed, inter alia, to make certain loan facilities available to the

Owner upon the terms and subject to the conditions of the Finance Documents (as

such term is defined in the Facility Agreement).

D. As part of the security for the obligations of the Owner to the Finance Parties under

the Finance Documents, the Owner has agreed to grant to the Security Trustee certain

security including (inter alia):

(i) an assignment of its rights under the Charter; and

(ii) a first priority ship mortgage over the Vessel (the “Mortgage”).

E. Each of the Charter and the Finance Documents require the execution, delivery and

implementation of this Agreement, and it is a condition precedent to the making of

loans under the Facility Agreement that the Charterer shall have executed and

delivered this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the Charterer, the

Security Trustee and the Owner hereby agree as follows:


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1. CONSENT TO ASSIGNMENT, ETC.

1.1 Quiet Enjoyment Undertaking

(a) The Security Trustee, for itself and in its capacity as agent for the Finance

Parties, irrevocably guarantees that subject to performance by the Charterer of

all its material obligations under the Charter (subject to the expiry of any

applicable grace periods), the Security Trustee shall, for the duration of the

Charter and any extension thereof permitted by the Charter, allow the

Charterer unfettered use and quiet possession of the Vessel in accordance with

the terms and conditions of the Charter.

(b) Any breach by the Charterer of its obligations under the Charter shall be

subject solely to the rights and remedies afforded to the Owner under the

Charter.

(c) The Security Trustee will not exercise any rights it may have against the

Owner, the Vessel or in connection with the Charter if any “event of default”

(as that term is defined in the Facility Agreement, an “Event of Default”) has

occurred and is continuing, except as provided under Clauses 1.3 and 1.7

below. For the avoidance of doubt, the Security Trustee shall, subject to the

terms and conditions of this Agreement (including Clauses 1.3 and 1.7 below)

and the Charterer‟s right of quiet enjoyment of the Vessel as set forth in this

Clause 1.1, at all times be entitled to exercise the rights and remedies set forth

in the Financing Documents including the exercise of its rights under the

Mortgage.

1.2 Consent to Assignment

(a) The Charterer:

(i) consents in all respects to the pledge and assignment to the Security

Trustee pursuant to the Finance Documents of all of the Owner‟s right, title

and interest in, to and under the Charter;


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(ii) acknowledges the right of the Security Trustee or any designee of the

Security Trustee, in the exercise of the Security Trustee‟s rights and remedies

under the Finance Documents, to make all demands, give all notices, take all

actions and exercise all rights of the Owner under the Charter; and

(iii) acknowledges that the Owner may not, without the prior written

consent of the Security Trustee, materially amend, modify, vary, or

supplement, or terminate or assign the Charter.

(b) The Owner and Security Trustee:

(i) (with respect to the Security Trustee only) acknowledges receipt of a

copy of the Charter, is familiar with its terms, and has consented to the

Owner‟s execution of the Charter.

(ii) consent in all respects to the pledge and assignment by Charterer of all

of the Charterer‟s right, title and interest in, to and under the Charter and this

Agreement to the banks and financial institutions (“Charterer’s Lenders”)

parties to that certain [Credit Agreement, dated as of [___]] by and between

Charterer and Charterer‟s Lenders (the “Charterer Finance Documents”);

(iii) acknowledges the right of Charterer‟s Lenders or any designee of

Charterer‟s Lenders, in the exercise of the Charterer‟s Lenders‟ rights and

remedies under the Charterer Finance Documents, to make all demands, give

all notices, take all actions, exercise all rights of the Charterer, and assume all

obligations of the Charterer in the event of any default under the Charter or this

Agreement; and

(iv) acknowledges that the Charterer may not, without the prior written

consent of the Charterer‟s Lenders, materially amend, modify, vary, or

supplement, or terminate or assign the Charter or this Agreement.


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1.3 Substitute Owner

(a) The Charterer agrees that:

(i) if the Security Trustee shall notify Charterer that an Event of Default

has occurred and is continuing and that the Security Trustee or its

designee has elected, in its discretion, to exercise the rights and

remedies set forth in the Finance Documents in respect of disposing of

the Vessel to a new owner, then the Security Trustee or its designee

which elects to assume the Owner‟s obligations under the Charter (the

“Substitute Owner”) shall be substituted for the Owner under the

Charter; and

(ii) in such event, the Charterer shall (without prejudice to Clause 1.4

below) recognise the Substitute Owner and shall continue to perform its

obligations under the Charter in favour of the Substitute Owner,

provided that:

(w) the Security Trustee shall give the Charterer not less than thirty

(30) days prior written notice of the intended transfer and

details of the proposed Substitute Owner;

(x) in the opinion of the Charterer (acting reasonably and without

undue delay), the proposed Substitute Owner must have the

legal capacity, the financial resources and internationally,

industry-recognised expertise to own and operate the Vessel

(specifically in the operation of LNG carriers) and, without

limitation, to perform all of the Owner‟s obligations under the

Charter;

(y) such proposed Substitute Owner shall have procured all

consents, authorisations, licenses, approvals, declarations or

registrations required to authorise the execution, delivery,


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validity, enforceability or admissibility into evidence of the

Substitute Owner‟s obligations under each of this Agreement

and the Charter; and

(z) such proposed Substitute Owner shall have remedied all

payment defaults and has remedied or undertaken

unconditionally to the Charterer in writing to remedy all other

outstanding defaults of the Owner under the Charter within

forty-five (45) days of becoming the Substitute Owner.

In no event shall anything in this Agreement require the

Charterer, to the extent that the Charterer performs its

obligations under this Agreement and the Charter, to perform

any obligation more than once.

1.4 Preservation of Charterer’s Rights

(a) Notwithstanding any other provision in this Agreement, any disposal of the

Vessel by the Security Trustee to a Substitute Owner in accordance with

Clause 1.3 shall not (i) prejudice the Charterer‟s rights under the Charter

accruing before or after the date of such disposal, including, without limitation,

any right that the Charterer may then have to terminate the Charter; (ii) result

in the imposition of any additional increased costs, taxes or other monies under

the Charter on the Charterer; and (iii) result in the violation of any law,

regulation or rule binding on the Charterer, or result in any civil or criminal

penalty being payable by the Charterer.

(b) If the Security Trustee exercises its rights under Clause 1.3 above to dispose of

the Vessel to a Substitute Owner during the term of the Charter, the Security

Trustee shall comply with the conditions set out in Clause 1.1 above and shall

(subject to any requirements or restrictions imposed by any applicable law in

relation to disposal of the Vessel) dispose of the Vessel expressly subject to the

Charter.


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(c) The Security Trustee shall procure that the Substitute Owner (and any other

person providing financing to the Substitute Owner for the purposes of the

acquisition by the Substitute Owner of the Vessel) issues an undertaking to the

Charterer on substantially the same terms as the undertaking granted by the

Security Trustee in Clause 1.1 above.

1.5 Right to Cure

In the event of a default or breach by the Owner in the performance of any of its

obligations under the Charter, or upon the occurrence or non-occurrence of any event

or condition under the Charter that would immediately or with the passage of any

applicable grace period or the giving of notice, or both, enable the Charterer to

suspend or terminate the Charter (a “Default”), the Charterer shall not suspend or

terminate the Charter until it first gives written notice of such Default to the Security

Trustee or its designee and affords such party a period of thirty (30) days to cure the

circumstances giving rise to such suspension or termination rights.

1.6 No Amendments

Except to the extent permitted in the Charter, the Charterer agrees that it will not,

without the prior written consent of the Security Trustee:

(a) enter into or agree to any consensual suspension, cancellation, amendment to,

or termination of, the Charter; or

(b) assign or otherwise transfer any of its right, title or interest under the Charter

save as permitted under the Charter.

1.7 Replacement Agreement

(a) In the event that the Charter is terminated as a result of any bankruptcy or

insolvency proceeding or other similar proceeding affecting the Owner, the


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Charterer shall, at the option of the Security Trustee, enter into a new

agreement with the Security Trustee or its transferee or nominee (the

“Replacement Owner”) provided it is entered into promptly upon termination

of the Charter and is on terms substantially the same as the terms of the

Charter.

(b) The Security Trustee (or, as the case may be, the Replacement Owner) shall

comply with the provisions of Clauses 1.3(a)(ii)(x), 1.3(a)(ii)(y) and

1.3(a)(ii)(z) which shall apply for the purposes of this Clause 1.7 as if the

words “proposed Substitute Owner” have been replaced by the words

“proposed Replacement Owner”.

(c) In the event that the Charter is terminated as a result of any bankruptcy or

insolvency proceeding or other similar proceeding affecting the Charterer, the

Owner and Security Trustee shall, at the option of the Charterer‟s Lenders,

enter into a new agreement with the Charterer‟s Lenders or their transferee or

nominee provided it is entered into promptly upon termination of the Charter

and is on terms substantially the same as the terms of the Charter.

1.8 No Liability

The Charterer acknowledges and agrees that neither the Security Trustee nor any of its

designees shall have any liability or obligation under the Charter as a result of this

Agreement, nor shall the Security Trustee or any of its designees be obligated or

required to:

(a) perform any of the Owner‟s obligations under the Charter, except during any

period in which the Security Trustee or its designee, transferee or nominee is a

Substitute Owner under the Charter pursuant to Clause 1.3 or a Replacement

Owner under the Charter pursuant to Clause 1.7, in which case the obligations

of such Substitute Owner or Replacement Owner shall be no more onerous

than those of the Owner under the Charter for such period (unless otherwise

expressly agreed by the Owner, on the one hand, and the Security Trustee, in


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its capacity as the Substitute Owner or the Replacement Owner (as applicable)

on the other hand); or

(b) take any action to collect or enforce any claim for payment assigned under the

Finance Documents.

1.9 Owner’s Undertaking

(a) The Owner acknowledges that the Charterer is not a party to, and is not bound

by the provisions of any of the Finance Documents.

(b) The Owner waives and releases all of its claims (if any), and undertakes to the

Charterer that it shall not make any claim against the Vessel or the Charterer

arising from any transfer or novation of the Charter to the Security Trustee or

any other Substitute Owner or from the entry into a new agreement by the

Charterer with a Replacement Owner. Owner shall indemnify the Charterer

(and any of its officers, employees, agents and delegates) from and against all

actions, suits, claims, losses, liabilities, damages, costs and expenses which

may be made or brought by or on behalf of the Owner or through the Owner

against it or them or otherwise suffered or incurred by it or them, as a result of,

arising out of, or in connection with, a breach of the foregoing waiver or

undertaking.

(c) The Security Trustee acknowledges that delivery by the Owner of a notice in

writing to the Charterer stating that the Owner has no claim, and has no

intention of making such a claim, against the Vessel or the Charterer which

may arise from such transfer or novation or from the entry into a new

agreement shall be a condition precedent to the effectiveness of any transfer,

novation or new agreement.

1.10 Delivery of Notices

The Charterer shall use its reasonable commercial endeavours to deliver to the


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Security Trustee and its designees, concurrently with the delivery thereof to the

Owner, a copy of any notice of suspension or termination given by the Charterer to the

Owner under the Charter. The Charterer‟s failure to give notice to the Security

Trustee shall not nullify the provisions of Clause 1.1.

1.12 Waiver of Immunity

To the extent that the Charterer may now or hereafter have or acquire any immunity

(including sovereign immunity) from the jurisdiction of any court or from any legal

process with respect to itself or its property, the Charterer hereby waives such

immunity with respect to all of its obligations under this Agreement and the Charter.

1.13 Registration of Interest

(a) To the extent permitted by applicable law, the terms of the undertaking

contained in Clause 1.1 above, shall be included in the Mortgage and shall

form part of the terms and conditions of the Mortgage.

(b) Upon registration of the Mortgage, the Security Trustee agrees to request that

the Registrar of Ships for vessels registered on the [●] Ship Register make a

note of such undertaking in the Vessel‟s register.

2. PAYMENTS UNDER THE CHARTER

2.1 (a) The Charterer shall pay all amounts payable by it to the Owner under the

Charter in the manner required by the Charter directly into the account

specified on Exhibit A, or to such other person or account as shall be specified

from time to time by the Security Trustee to the Charterer in writing in

accordance with Clause 4.1.

(b) The Charterer confirms that the payment of Hire (as defined in the Charter) to

the Owner under the Charter shall rank pari passu with all other operating

expenses of the Charterer.


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(c) Should the Charterer receive a notice from the Security Trustee asking the

Charterer to make payments to an alternative account in accordance with this

Clause 2, the Owner shall pay to the Charterer any net increase in payment

costs incurred by the Charterer as a result of making such payments into such

alternative account.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Charterer makes the following representations and warranties with respect to itself

to the Owner, the Security Trustee makes the following representations and warranties

with respect to itself to the Charterer, and the Owner makes the following

representations and warranties with respect to itself to the Charterer as at the date of

this Agreement.

(a) it is duly organised and validly existing under the laws of jurisdiction of its

incorporation, and has all requisite corporate power and authority to execute

and deliver this Agreement and to perform its obligations under this

Agreement;

(b) it has duly authorised, executed and delivered this Agreement. Neither the

execution and delivery of this Agreement by it, nor its consummation of the

transactions contemplated under this Agreement, nor its compliance with the

terms of this Agreement, does or will require any consent or approval not

already obtained, or will conflict with its formation documents or any material

contract or agreement binding on it;

(c) this Agreement is in full force and effect and is a legal, valid and binding

obligation of it, enforceable against it in accordance with its terms (except as

enforceability may be limited by bankruptcy, insolvency, moratorium and

other similar laws affecting enforcement of creditors‟ rights in general and

general principles of equity);


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(d) with respect to the Charterer and Owner only, there are no governmental

consents existing as of the date of this Agreement that are required or will

become required to be obtained by it in connection with the execution, delivery

or performance of this Agreement and the consummation of the transactions

contemplated under this Agreement, other than those governmental consents

which have been obtained or can be obtained without undue expense or delay;

and

(e) with respect to the Charterer and Owner only, there are no pending or, to its

knowledge, threatened actions, suits, proceedings or investigations of any kind

(including arbitration proceedings) to which it is a party or is subject, or by

which it or any of its properties are bound, that if adversely determined to or

against it, could reasonably be expected to materially and adversely affect the

ability of it to execute and deliver this Agreement or to perform its obligations

under this Agreement.

4. MISCELLANEOUS

4.1 Notices.

(a) All notices or other communications required or permitted to be given under

this Agreement shall be in writing and shall be considered as properly given:

(i) if delivered in person;

(ii) if sent by overnight delivery service; or

(iii) if sent by any electronic means.

(b) Notices shall be directed:

(i) if to the Charterer or the Owner, in accordance with the Charter; and

(ii) if to the Security Trustee, to [●].

(c) Notice so given shall be effective upon receipt by the addressee. Any Party


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may change its address for notice under this Agreement to any other location

by giving no less than twenty (20) days‟ notice to the other Parties in the

manner set forth in this Clause 4.1.

4.2 Further Assurances.

The Charterer shall fully cooperate with the Security Trustee and perform all

additional acts reasonably requested by the Security Trustee in order to effect the

purposes of this Agreement. The Owner and the Security Trustee shall fully cooperate

with the Charterer and provide all necessary documentation requested by the Charterer

to comply with its obligations under the Charterer Finance Documents.

4.3 Amendments.

This Agreement may not be amended, changed, waived, discharged, terminated or

otherwise modified unless such amendment, change, waiver, discharge, termination or

modification is in writing and signed by each of the Parties.

4.4 Entire Agreement.

This Agreement and any agreement, document or instrument attached to this

Agreement or referred to in this Agreement integrate all the terms and conditions

mentioned in this Agreement or incidental to this Agreement and supersede all oral

negotiations and prior writings in respect to the subject matter of this Agreement.

4.5 Governing Law.

This Agreement shall be governed by the laws of England and Wales, without giving

effect to its conflict of laws rules.

4.6 Severability.

In case any one or more of the provisions contained in this Agreement should be


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invalid, illegal or unenforceable in any respect, the validity, legality and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby, and

the Parties shall enter into good faith negotiations to replace the invalid, illegal or

unenforceable provision with a view to obtaining the same commercial effect as this

Agreement would have had if such provision had been legal, valid and enforceable.

4.7 Dispute Resolution.

The Parties agree to have any dispute arising from this Agreement referred to and

determined by an arbitral tribunal appointed pursuant to Clause [66] of the Charter.

4.8 Service of Process.

(a) The Charterer hereby appoints [●] as its agent for service of any proceedings


(b) The Owner hereby appoints [●] as its agent for service of any proceedings


(c) The Security Trustee hereby appoints [●] as its agent for service of any

proceedings under this Agreement.

4.9 Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the

Parties and their permitted successors and assigns. For the avoidance of doubt, any

successor or assign of the Charterer under the Charter (including, without limitation,

the Charterer‟s Lenders or a security trustee acting for and on behalf of the Charter‟s

Lenders) shall succeed to the rights of the Charterer under this Agreement.

4.10 Counterparts.

This Agreement may be executed in one or more duplicate counterparts and when


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signed by all of the Parties shall constitute a single binding agreement.

4.11 Termination.

Each Party‟s obligations under this Agreement are absolute and unconditional, and no

Party shall have any right to terminate this Agreement or to be released, relieved or

discharged from any obligation or liability under this Agreement until the earlier of:

(a) the irrevocable payment in full of all sums owed to the Finance Parties under

the Finance Documents followed by the discharge of the Mortgage; and

(b) any permanent withdrawal of the Vessel from service under, or termination of,

the Charter in accordance with its terms and the terms of this Agreement.

4.12 Contracts (Rights of Third Parties) Act 1999.

A person who is not a Party may not enforce any of its terms under the Contract

(Rights of Third Parties) Act 1999.

[Signatures on following page]


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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and

delivered by its officer thereunto duly authorised as of the date first above written.

Charterer:

[NAME OF CHARTERER]

By: _______________________________

Name:

Title:

Owner:

[NAME OF OWNER]

By: _______________________________

Name:

Title:

Security Trustee:

[NAME OF SECURITY TRUSTEE]

By: _______________________________

Name:

Title:


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Exhibit A to

Quiet Enjoyment Agreement

Payment instructions

for Account

[Note: To be inserted at the time of execution of the Quiet Enjoyment Agreement]


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APPENDIX XIII – PERFORMANCE BANK GUARANTEE

PROFORMA OF "PERFORMANCE BANK GUARANTEE / PERFORMANCE SECURITY "

(ON NON-JUDICIAL STAMP PAPER OF APPROPRIATE VALUE)

Bank Guarantee No.........

Date......................

To

M/s GAIL (INDIA) LIMITED

16, Bhikaiji Cama Place

New Delhi – 110066

India

Dear Sir(s),

M/s. __________________________________________________________________[insert

name of Shipowner /SPC] have been awarded the Charter Hiring of LNG Vessel vide

Notification of Award /Time Charter Party Agreement No.

_______________________________ dated ……. by GAIL (India) Limited, 16, Bhikaiji

Cama Place, R.K. Puram, New Delhi.

The Contract conditions provide that the Shipowner/SPC shall pay a sum of US$

____________________ (US Dollars

_____________________________________________[insert amount in Figure & Words]) as

full Contract Performance Guarantee in the form therein mentioned. The form of payment of

Contract Performance Guarantee includes guarantee executed by Bank, undertaking full

responsibility to indemnify GAIL (INDIA) LIMITED, in case of default.

The said _______________________________________________[insert name of Bidder/

Shipowner /SPC] has approached us and at their request and in consideration of the premises we

having our office at ______________________________[insert address of Banker] have agreed

to give such guarantee as hereinafter mentioned.

1. We

___________________________________________________________________[inse

rt name of Banker] hereby undertake and agree with you that if default shall be made by

M/s. __________________________________[insert name of Shipowner /SPC] in

performing any of the terms and conditions of the tender or in payment of any money

payable to GAIL (INDIA) LIMITED, we shall on demand pay without any recourse to

the Shipowner/SPC to you in such manner as you may direct the said amount of US

Dollar _____________________________[insert amount in figure and words] only or

such portion thereof not exceeding the said sum as you may from time to time require.

2. You will have the full liberty without reference to us and without affecting this

guarantee, postpone for any time or from time to time the exercise of any of the powers

and rights conferred on you under the contract with the said

_____________________________________[insert name of Shipowner /SPC] and to

enforce or to forbear from endorsing any powers or rights or by reason of time being


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given to the said __________________________[insert name of Shipowner /SPC]

which under law relating to the sureties would but for provision have the effect of

releasing us.

3. Your right to recover the said sum of US $

______________________________________ (US Dollar

_______________________________________) [insert amount in figure & words]

from us in manner aforesaid will not be affected or suspended by reason of the fact that

any dispute or disputes have been raised by the said M/s.

___________________________[insert name of Shipowner /SPC] and/or that any

dispute or disputes are pending before any officer, tribunal or court.

4. The guarantee herein contained shall not be determined or affected by the liquidation or

winding up dissolution or changes of constitution or insolvency of the said but shall in all

respects and for all purposes be binding and operative until payment of all money due to

you in respect of such liabilities is paid.

5. This guarantee shall be irrevocable and shall remain valid upto

___________________[insert date]. If any further extension of this guarantee is

required, the same shall be extended to such required period on receiving instruction

from M/s. _____________________________ ______________________[insert name

of Shipowner /SPC] on whose behalf this guarantee is issued.

6. The Bank Guarantee's payment of an amount is payable on demand and in any case

within 48 hours of the presentation of the letter of invocation of Bank Guarantee.

Should the banker fail to release payment on demand, a penal interest of 18% per

annum shall become payable immediately and any dispute arising out of or in relation

to the said Bank Guarantee shall be subject to the jurisdiction of Delhi Courts.

7. We have power to issue this guarantee in your favor under Memorandum and Articles of

Association and the undersigned has full power to do under the Power of Attorney, dated

___________ granted to him by the Bank.

WITNESS:

(SIGNATURE) (SIGNATURE)

(NAME) (NAME)

Designation with Bank Stamp

E-mail:

(OFFICIAL ADDRESS) FAX:

Phone No:

Attorney as per

Power of Attorney No.

________

Date: ___________________


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INSTRUCTIONS FOR FURNISHING

" CONTRACT PERFORMANCE GUARANTEE / PERFORMANCE SECURITY "

1. Within 'Two (02) Months' of the receipt of the "Notification of Award" from GAIL, the

successful Bidder shall furnish the 'Contract Performance Guarantee' in accordance with

ITT/TCP of the tender document in the form provided above. The same shall be kept valid for

period as mentioned tender document.

2. The ' Contract Performance Guarantee ' shall be towards faithful performance of the

contractual obligations. This Bank Guarantee / Demand Draft / Banker's Cheque shall be from

any Indian scheduled bank or a branch of an International bank situated in India and

registered with Reserve Bank of India as scheduled foreign bank. However, in case of Bank

Guarantees from banks other than the Nationalized Indian banks, the bank must be a

commercial bank having net worth in excess of Rs. 100 Crores [Rupees One Hundred Crores]

and a declaration to this effect should be made by such commercial bank either in the Bank

Guarantee itself or separately on its letterhead.

3. Failure of the successful Bidder to comply with the requirements of Contract Performance

Guarantee shall constitute sufficient grounds for the annulment of the award and forfeiture of

the 'Earnest Money / Bid Security'.

4. The Bank Guarantee by successful Shipowner/SPC will be given on non-judicial stamp paper

as per 'stamp duty' applicable. The non-judicial stamp paper should be in name of the issuing

bank. In case of foreign bank, the said Bank Guarantee to be issued by its correspondent bank

in India on requisite non-judicial stamp paper and place of Bid to be considered as Delhi.

5. A letter from the issuing bank of the requisite Bank Guarantee confirming that said Bank

Guarantee and all future communication relating to the Bank Guarantee shall be forwarded to

Employer.

6. If a Bank Guarantee is issued by a commercial bank, then a letter to Employer and copy to

Consultant confirming its net worth is more than Rs. 100,00,00,000.00 [Rupees One Hundred

Crores] or its equivalent in foreign currency alongwith documentary evidence.


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APPENDIX XIV – REQUIREMENTS FOR SABINE PASS L.P.

Notices of Arrival at Loading Port

Owner shall send to Sabine Pass Terminal, written notices containing an estimated date

and hour of arrival of an LNG Vessel at the Terminal

1. first, upon departure from the relevant port of departure, including the estimated

quantity of LNG to be loaded at the Terminal and if any LNG will be required for

cooling or purging. The ship owner shall also tell the estimated time required for

cooling or purging

2. second, ninety-six (96) hours prior to the estimated time of arrival at the Dominion

Cove Point Pilot Boarding Station;

3. third, forty-eight (48) hours prior to the estimated time of arrival at the Pilot

Boarding Station;

4. fourth, twenty-four (24) hours prior to the estimated time of arrival at the Pilot

Boarding Station; and

5. final notice, five (12) hours prior to the estimated time of arrival at the Terminal.

Notice of Readiness

The master of an LNG Tanker arriving at the Sabine Pass Facility, or such master's

agent, shall give to SPLNG its NOR for loading upon arrival of such LNG Tanker at the

pilot boarding station of the Sabine Pass Terminal.

Allowed Berth Time

The allowed berth time for each LNG Tanker shall be according to the following

formula:

36 + x = Allotted Laytime (in hours)

where:

x = y/12,000 Cubic Meters; and

y = the LNG cargo containment capacity of the LNG Tanker in

excess of one hundred forty thousand (140,000) Cubic Meters)

In the event Berth Time exceeds allowed berth time, Owner shall pay a liquidated

damages demurrage in USD (which shall be prorated for a portion of a Day) calculated

pursuant to the following formula:

Daily demurrage rate = US$59,000 + ((US$16,000) x (CPIM /CPI0))


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Where

CPIM : the monthly Consumer Price Index for All Urban Consumers, U.S. city average

for all items, not seasonally adjusted (base period: 1982-1984 = 100), as published by

the Bureau of Labor Statistics for the U.S. Department of Labor for the third (3rd)

Month prior to the Month in which the Delivery Window occurs; and

CPI0 : the CPI applicable to the Month and year in which the Date of First

Commercial Delivery occurs.

Allowed Transfer Time

An LNG Vessel shall complete LNG transfer and vacate the berth as soon as possible

but not later than the following allowed transfer time in accordance with the following

formula

24 + x = allowed transfer time(in hours)

where:

x = y/12,000 Cubic Meters; and

y = the LNG cargo containment capacity of the LNG Tanker in

excess of one hundred forty thousand (140,000) Cubic Meters.


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APPENDIX XV – REQUIREMENTS FOR DOMINION COVE POINT LNG L.P

Notices of Arrival at Loading Port

With respect to each cargo of LNG to be loaded, the master of the Vessel shall comply

to the Port Documentation, Compliance with Port Requirement and other necessary

requirements for smooth operation on loading and discharging ports.

1. Owner shall send to Dominion Cove Point LNG, LP Operator, written notices

containing an estimated date and hour of arrival of an LNG Vessel at the

Terminal

2. first, upon departure from the relevant port of departure, including the estimated

quantity of LNG to be loaded at the Terminal and if any LNG will be required

for cooling or purging. The ship owner shall also tell the estimated time required

for cooling or purging

3. second, seventy-two (72) hours prior to the estimated time of arrival at the

Dominion Cove Point Pilot Boarding Station;

4. third, forty-eight (48) hours prior to the estimated time of arrival at the Pilot

Boarding Station;

5. fourth, twenty-four (24) hours prior to the estimated time of arrival at the Pilot

Boarding Station; and

6. final notice, five (5) hours prior to the estimated time of arrival at the Terminal.

Notice of Readiness

On arrival of the vessel to DCP Pilot Boarding Station the master of an LNG Tanker

shall give notice of readiness .

Allowed Berth Time

Each LNG Vessel shall be allowed a berth time for loading according to the following

formula:

36 + x = Allowed Berth Time (in hours), where:

x = y / 10,000 Cubic Meters; and

y = the LNG cargo containment of the LNG Tanker in excess of

one hundred forty thousand (140,000) cubic meters.

The LNG Vessel shall leave the Berth promptly after loading and shall not remain at

the Berth. If the Berth Time of an LNG Vessel exceeds the Allowed Berth Time, and

another ship is scheduled to berth during this excess Berth time, then Owner shall pay

to Dominion Cove Point a wharfage fee of (i) eighty-five thousand Dollars

(US$85,000) per Day for any Day in which the terminal would incur liability for

demurrage to another LNG tanker as a result of excess Berth Time or (ii) fifty thousand


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Dollars (US$50,000) per Day (excluding the first twenty-four (24) hour period

immediately following the Allowed Berth Time) for any Day on which the terminal

would not incur liability for demurrage to another LNG Vessel as a result of excess

Berth Time.

Annual Adjustment of Wharfage Fee

The wharfage fee shall be adjusted annually according to the following formula:

Ft = FRef + (FRef * IFt)

where:

Ft means the Wharfage Fee, as adjusted in respect of the relevant calculation

date t;

FRef means the Wharfage Fee, applicable to the first Operating Year; and

IFt means the Inflation Factor at indexation date t immediately preceding the

calculation date.

The Inflation Factor shall be calculated according to the following formula:

IFt = 0.20 * (CPIt - CPIRef) / CPIRef\

where:

IFt means the Inflation Factor applicable at date t;

CPIt means the average monthly United States Department of Labor

Statistics Consumer Price Index (All Urban Consumers) published

by the Bureau of Labor Statistics, United States Department of

Labor, Washington, DC (http://www.bls.gov/cpi) for the twelve

(12) month period immediately preceding date t; provided,

however, that if the values for any such months are not available,

then the values that are available for the most recent preceding

twelve (12) month period shall be used; and

CPIRef means average monthly United States Department of Labor

Statistics Consumer Price Index (All Urban Consumers) published

by the Bureau of Labor Statistics, United States Department of

Labor, Washington, DC (http://www.bls.gov/cpi) for the twelve

(12) month period immediately preceding the month during which

the Export Facilities In-Service Date occurs.


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Allowed Transfer Time

The allotted time available to Dominion Cove Point Terminal shall be determined

according to the following formula:

20 + x = Allowed Transfer Time (in hours), where:

x = y / 10,000 Cubic Meters; and

y = the LNG cargo containment of the LNG Tanker in excess of

one hundred forty thousand (140,000) cubic meters.


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APPENDIX XVI – PORT LIABILITY AGREEMENT – PORT OF SABINE PASS,

LOUISIANA

[This document will be shared with Bidders on request and having signed a Confidentiality

Agreement as per the format to be provided subsequently]


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APPENDIX XVII – DOMINION COVE POINT TERMINAL LIABILITY

AGREEMENT

MARINE TERMINAL LIABILITY AGREEMENT

THIS MARINE TERMINAL LIABILITY AGREEMENT (this “Agreement”) is effective as

of ___________, 20__, and is made by and between DOMINION COVE POINT LNG, LP, a

Delaware limited partnership (“DCP”), and _______________, a_______________ (the

“LNG Tanker Owner”). DCP and the LNG Tanker Owner are sometimes referred to

individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, LNG Tanker Owner, as owner, owner pro hac vice, or operator of the LNG

tanker(s) set forth on Appendix 1 hereto (referred to herein as the “LNG Tanker” whether

singular or plural), proposes to have the LNG Tanker call at the Marine Terminal (as defined

below) for the purpose of unloading and/or loading certain quantities of liquefied natural gas

(“LNG”) to and/or from DCP or for other purposes; and

WHEREAS, the Parties desire to allocate the risk of and responsibility for loss and damage

resulting from a Marine Incident (as defined below) in the manner set forth in this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

In addition to the terms defined in the preamble and recitals above, capitalized terms

used in this Agreement shall have the meanings assigned to such terms below:

“Affiliate” means, with respect to any Person, any other Person which directly or

indirectly controls, is controlled by, or is under common control with, such Person.

For purposes of this definition, “control” (including, with correlative meanings, the

terms “controlled by” and “under common control with”) means the possession,

directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities or

otherwise. Notwithstanding the foregoing, the customer of DCP or owner of the LNG

being unloaded from or loaded to the LNG Tanker shall not be an Affiliate of DCP or

the LNG Tanker Owner, unless it is the same entity as the LNG Tanker Owner.

“Covered Claims” means damages, claims and liabilities (including, without

limitation, all damages, losses, costs, expenses, professional fees, penalties, and the

amount of any settlement of claims) incurred by an LNG Tanker Interest or a

Terminal Interest that, in any case, arise out of or relate to a Marine Incident;

provided, however, Covered Claims shall not include Excluded Claims.

“Dollars” or “$” means the lawful currency of the United States of America.


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“Excluded Claims” means (i) any claims, penalties or liabilities asserted by any

governmental entity related to any types of violations of applicable law or regulation;

and (ii) any claims for loss or damage arising within the maritime jurisdiction of the

United States, other than to the Marine Terminal and/or the LNG Tanker, including

but not limited to injury to third parties or damage to the property of third parties.

“LNG Tanker Interests” means (a) LNG Tanker Owner; (b) all Affiliates of LNG

Tanker Owner; (c) any other Person holding title or an ownership interest in the LNG

Tanker; (d) any owner pro hac vice of the LNG Tanker; (e) any charterer of the LNG

Tanker; (f) all other Persons participating, employed, or providing services in

connection with the ownership or operation of the LNG Tanker (including all

operations related to navigation, berthing, and deberthing and any other Marine

Services provided to the LNG Tanker) within the Port or while waiting to or in transit

to, departing from, or berthed at the Marine Terminal; and (g) the employees and

agents of all Persons referred to in parts (a) through (f) of this definition.

Notwithstanding the foregoing, the LNG Tanker Interests shall not include any

Terminal Interests and/or any Affiliates of the Terminal Interests.

“Marine Incident” means any occurrence or series of occurrences having the same

origin arising out of or relating to the LNG Tanker‟s use of the Marine Terminal in

which there is any one or more of the following: (a) loss of or damage to the Marine

Terminal and/or the LNG Tanker; or (b) injury to or death of employees or agents of

the LNG Tanker Interests or the Terminal Interests.

“Marine Services” means tug services, tugs, other service boats, Pilots, fire boats,

line boats, line handlers, escort vessels, and harbor, LNG Tanker mooring, bunkering

or other support services or use of any other facilities of the LNG Tanker Interests

required during unloading or loading or for the operations, transiting, berthing, or

departure of LNG Tankers, including such vessels or services as may be required

under applicable legal requirements or by regulations of governmental authorities

having jurisdiction over the Marine Terminal or the Port.

“Marine Terminal” means DCP‟s marine terminal and offshore pier which extends

approximately one point one (1.1) miles into the Chesapeake Bay, and the LNG

unloading, loading, storage, liquefaction, and regasification facilities located at and

within the Port, including all slips, berths, gear, craft, equipment, plant, facilities and

property of any kind (whether afloat or ashore) located thereat or adjacent thereto and

in the ownership, possession or control of the Terminal Interests or for which the

Terminal Interests have legal responsibility.

“Master” means, with respect to any LNG Tanker, the duly licensed master, captain

or other Person lawfully in command of such LNG Tanker.

“Person” means any individual, firm, corporation, trust, partnership, association, joint

venture, limited liability company, unincorporated organization or other business

entity (whether incorporated or unincorporated).

“Pilot” means any Person, duly licensed and authorized by the State of Maryland to

act as a Port pilot of an LNG Tanker, requested by a Party or required by

governmental authorities to come onboard an LNG Tanker to provide assistance to the


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Master in navigation, arrival, berthing, deberthing, and departure of such LNG

Tanker.

“Port” means any waterways, docks, slips, anchorage, turning basin and approaches

into the Marine Terminal, including the Chesapeake Bay, and other facilities

associated with all of the foregoing.

“Terminal Interests” means (a) DCP; (b) all Affiliates of DCP; (c) all Persons

participating, employed or providing services in connection with the Marine Terminal

on behalf of DCP in connection with the unloading, loading, storage, liquefaction, or

regasification of LNG at the Marine Terminal, and (d) the employees and agents of all

Persons referred to in parts (a) through (c) of this definition. Notwithstanding the

foregoing, the Terminal Interests shall not include the LNG Tanker Interests and/or

any Affiliates of the LNG Tanker Interests.

2. Liability Based on Fault.

(a) Subject to the other provisions of this Agreement (including the limitations on

liability set forth in Section 3 below), liability in relation to any Covered Claim

shall be borne by and allocated between the Parties in proportion to their

respective degrees of proximate fault for the Marine Incident from which such

Covered Claim arises. For the purpose of such allocation of fault for such Marine

Incident, (i) any acts, omissions or strict liability of the LNG Tanker Interests

shall be deemed to be the acts, omissions or strict liability of the LNG Tanker

Owner; and (ii) any acts, omissions or strict liability of the Terminal Interests

shall be deemed to be the acts, omissions or strict liability of DCP. If it is not

possible to establish the degree of their respective proximate fault, for a Marine

Incident from which a Covered Claim arises, liability in relation to such Covered

Claim shall be borne and allocated equally between the Parties.

(b) Subject to the limitations on liability set forth in this Agreement, LNG Tanker

Owner shall indemnify and hold Terminal Interests harmless in respect of any

Covered Claim but only to the extent of the percentage of fault allocated to LNG

Tanker Owner pursuant to Section 2(a) above for the Marine Incident on which

such Covered Claim is based.

(c) Subject to the limitations on liability set forth in this Agreement, DCP shall

indemnify and hold LNG Tanker Interests harmless in respect of any Covered

Claim but only to the extent of the percentage of fault allocated to DCP pursuant

to Section 2(a) above for the Marine Incident on which such Covered Claim is

based.

3. Limitations on Each Party’s Liability.

(a) The total aggregate liability of LNG Tanker Interests to Terminal Interests

(whether paid pursuant to this Agreement or any other agreement between the

Parties or otherwise arising as a matter of law), however arising, in respect of all

Covered Claims from any one Marine Incident, shall not exceed one hundred fifty

million Dollars ($150,000,000). Payment of an aggregate sum of one hundred

fifty million Dollars ($150,000,000) by or on behalf of LNG Tanker Interests (or


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any one or more of them) to Terminal Interests (or any one or more of them) in

respect of Covered Claims from any one Marine Incident shall be a complete

defense to any Covered Claim relating to such Marine Incident made by the

Terminal Interests against LNG Tanker Interests; provided, however, the limit of

liability shall be subject to LNG Tanker Owner‟s continuing performance of its

obligations pursuant to Section 5 of this Agreement.

(b) The total aggregate liability of Terminal Interests to LNG Tanker Interests

(whether paid pursuant to this Agreement or any other agreement between the

Parties or otherwise arising as a matter of law), however arising, in respect of all

Covered Claims from any one Marine Incident, shall not exceed one hundred fifty

million Dollars ($150,000,000). Payment of an aggregate sum of one hundred

fifty million Dollars ($150,000,000) by or on behalf of Terminal Interests (or any

one or more of them) to LNG Tanker Interests (or any one or more of them) in

respect of Covered Claims from any one Marine Incident shall be a complete

defense to any Covered Claim relating to such Marine Incident made by the LNG

Tanker Interests against Terminal Interests.

4. Knock for Knock Above Limitations on Liability.

(a) To the extent that the aggregate liability of Terminal Interests to the LNG Tanker

Interests for Covered Claims from any one Marine Incident exceeds the

limitations set forth in Section 3(b) above, regardless of fault for such Covered

Claim under Section 2(a) above, LNG Tanker Owner shall indemnify and hold

Terminal Interests harmless for such amounts in excess of such limits on liability

in respect of any Covered Claim made or asserted by or on behalf of any Person

within the definition of the LNG Tanker Interests.

(b) To the extent that the aggregate liability of LNG Tanker Interests to the Terminal

Interests for Covered Claims from any one Marine Incident exceeds the

limitations set forth in Section 3(a) above, regardless of fault for such Covered

Claim under Section 2(a) above, DCP shall indemnify and hold LNG Tanker

Interests harmless for such amounts in excess of such limits on liability in respect

of any Covered Claim made or asserted by or on behalf of any Person within the

definition of the Terminal Interests.

5. Confirmation of Insurance.

Each LNG Tanker shall have a full mutual entry in a member club of the International

Group of Protection and Indemnity Associations. Prior to any call by the LNG Tanker

at the Marine Terminal, or such other times as reasonably may be requested by DCP,

LNG Tanker Owner shall provide sufficient written evidence that the LNG Tanker‟s

Protection and Indemnity Association has:

(a) agreed to cover LNG Tanker Owner as a member of the Association against the

liabilities and responsibilities provided for in this Agreement in accordance with

its rules;


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(b) agreed to waive in favor of the Terminal Interests all rights of subrogation against

the Terminal Interests to the extent such claims have been waived in this

Agreement by LNG Tanker Owner;

(c) agreed to give DCP reasonable prior notice of cancellation of the LNG Tanker‟s

entry in such Protection and Indemnity Association at the same time and in the

same manner as is customarily provided to mortgagees of entered ships;

(d) agreed to acknowledge, confirm and adopt the waiver by the LNG Tanker Owner

of its right to limit its liability as against the Terminal Interests pursuant to

Section 6 herein; and

(e) a counterparty credit rating from Standard & Poor‟s Ratings Group, Inc. of not

less than that which is customary in the LNG shipping industry.

6. Waiver of Statutory Limits on Liability.

As to matters subject to this Agreement and with respect to Covered Claims only,

LNG Tanker Owner hereby expressly, voluntarily and intentionally waives any rights

to limit its liability under the United States Limitation of Vessel Owners Liability Act

(46 U.S.C. §§30501, et seq.) or any other similar law (and including any

modifications, amendments and extensions thereto) of the United States of America or

any subdivision thereof, but specifically excluding any limitations provided under the

United States Oil Pollution Act of 1990 (33 U.S.C. App. §§2702, et seq.) (including

any modifications, amendments and extensions thereto). Such waiver shall include

any right to petition a court, arbitral tribunal or other entity for limitation of liability,

any right to claim limitation of liability as a defense in an action, and any other similar

right under relevant law. Such waiver shall apply for the benefit of all Persons within

the definition of the Terminal Interests (or Persons claiming through such Persons) but

shall not apply to any other third parties.

7. Miscellaneous.

(a) The federal maritime law of the United States and, to the extent not preempted by

such law, the substantive law of the state of New York (U.S.A.), without regard to

any conflicts of law principles that could require the application of any other law,

shall govern the interpretation of this Agreement and any dispute, controversy, or

claim arising out of, relating to, or in any way connected with this Agreement,

including, without limitation, the existence, validity, performance or breach of this

Agreement.

(b) Each of the Terminal Interests and the LNG Tanker Interests that have not

independently executed this Agreement are intended to be third-party beneficiaries

of this Agreement, and to the maximum extent allowed by law they shall be

entitled to enforce the provisions of, and shall be bound to the obligations set forth

in, this Agreement as if they had been signatories to this Agreement.

(c) This Agreement shall remain in effect for so long as the LNG Tanker Owner

causes the LNG Tanker to call at the Port and/or the Marine Terminal.


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(d) This Agreement constitutes the entire agreement between the Parties with respect

to the subject matter hereof, and it supersedes any prior agreements, whether oral

or written, between the Parties with respect to the subject matter hereof. This

Agreement also supersedes any conditions of use or provision of law related to the

entry into, or use of the Port. This Agreement may be amended only by a writing

signed by both Parties. Headings are for reference purposes only.

(e) This Agreement may be executed in counterparts, all of which shall constitute one

and the same Agreement and each of which shall be deemed to be an original.

(f) Execution and delivery of this Agreement may be effected by any party hereto by

facsimile transmission or PDF electronic copy of the execution page hereof to the

other parties. A Person delivering this Agreement by facsimile transmission or

PDF electronic copy shall thereafter forthwith deliver to each of the other parties

an original signed copy of the signature page of this Agreement; provided,

however, that any failure by a party to so deliver the original signed signature page

shall not affect the validity or enforceability of this Agreement by or against that

party.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by

their duly authorized representatives effective as of the date first set forth above.

DOMINION COVE POINT LNG, LP

By: ________________________________

Name:

Title:

[LNG TANKER OWNER]

By: ________________________________

Name:

Title:


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APPENDIX XVII – TRIPARTITE AGREEMENT

[Note: To be replicated from Part-2C of the ITT]


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APPENDIX XVIII - LNG VESSEL COST AND FINANCING

[To be filled at the time of signing of TCPA]

1. VESSEL COST

NO. ITEM TOTAL COST IN US $

1. Know-how engineering and consultancy

2. Hard cost

3. Project management

4. Testing and commissioning

5. Classification, mandatory spare parts

Total of items 1 to 5

2. VESSEL FINANCING

Proposed capital Structure

ITEM AMOUNT (US$)

Equity

Debt

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