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GAIL (India) Limited

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

New Delhi – 110066

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

PART 2A:

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

SHIPPING TENDER

Proforma Time Charter Party

PART 2A - Proforma Time Charter Party Page 2 of 123 1 August 2014

PROFORMA

TIME CHARTER PARTY


LNG SHIPPING TENDER

Private & Confidential

Subject to Contract


SHIPPING TENDER



LNG CARRIER

TIME CHARTER PARTY

Dated 2015

between

[INSERT NAME OF OWNER]

as Owner

- and -

[INSERT NAME OF CHARTERER]

as Charterer

_____________________________________________

TIME CHARTER PARTY

HULL NO. [INSERT HULL NUMBER]

[INSERT NAME OF SHIPYARD]

________________________________________________


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TABLE OF CONTENTS

1. Definitions and Interpretation .......................................................................................................... 7

2. Design, Construction and Acceptance of the Vessel ...................................................................... 18

3. Description and Condition of Vessel ............................................................................................. 26

4. Shipboard Personnel and their Duties ............................................................................................ 28

5. Duty to Maintain ............................................................................................................................ 30

6. Charter Period ................................................................................................................................ 32

7. Trading Limits ................................................................................................................................ 33

8. Delivery/Redelivery ....................................................................................................................... 35

9. Redelivery ...................................................................................................................................... 42

10. Owner to Provide ........................................................................................................................... 42

11. Charterer to Provide ....................................................................................................................... 43

12. Rate of Hire .................................................................................................................................... 44

13. Payment of Hire ............................................................................................................................. 44

14. Taxes .............................................................................................................................................. 47

15. Space Available to Charterer ......................................................................................................... 50

16. Cargo Capacity of the Vessel ......................................................................................................... 50

17. Instructions, Safe Navigation, Logs and Communications ............................................................ 50

18. Communication Equipment, Hardware and Software Systems ..................................................... 52

19. Bills of Lading ............................................................................................................................... 52

20. Conduct of Vessel‟s Personnel ....................................................................................................... 53

21. Bunkers and LNG, Grade of Bunkers ............................................................................................ 53

22. Pilots and Tugs ............................................................................................................................... 54

23. Supernumeraries ............................................................................................................................. 54

24. Assignment and Sub-letting ........................................................................................................... 54

25. Off-hire ........................................................................................................................................... 55

26. Ship to Ship Transfers .................................................................................................................... 60

27. Periodical Dry-docking; Time for Maintenance ............................................................................ 60

28. Inspection Rights of Charterer and Third Parties ........................................................................... 64

29. SIRE and Vetting Inspections, Port Inspections ............................................................................ 65

30. Performance Warranties and Adjustment of Performance Warranties .......................................... 67

31. Salvage ........................................................................................................................................... 74

32. Exceptions ...................................................................................................................................... 75


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33. Availability of Liquefaction and Discharge Terminals .................................................................. 77

34. Equity Lock-in and Equity Option ................................................................................................. 77

35. Injurious Cargoes ........................................................................................................................... 79

36. Disbursements ................................................................................................................................ 79

37. Laying-up ....................................................................................................................................... 79

38. Requisition ..................................................................................................................................... 80

39. Outbreak of War ............................................................................................................................. 81

40. Piracy ............................................................................................................................................. 81

41. War Risks ....................................................................................................................................... 84

42. Additional War Expenses ............................................................................................................... 85

43. Both to Blame Collision Clause ..................................................................................................... 86

44. New Jason Clause .......................................................................................................................... 86

45. Clause Paramount .......................................................................................................................... 87

46. Pollution and Emergency Response ............................................................................................... 88

47. Modifications ................................................................................................................................. 90

48. Owner's and Charterer‟s Default .................................................................................................... 94

49. Charterer Default ............................................................................................................................ 98

50. Bareboat Charter Option ................................................................................................................ 98

51. Purchase Option ........................................................................................................................... 100

52. Vessel Management and Quality Assurance ................................................................................ 101

53. Port Documentation, Compliance with Port Requirements ......................................................... 102

54. Gassing Up and Cooling Down .................................................................................................... 103

55. Measuring Devices ....................................................................................................................... 104

56. Trading to the United States ......................................................................................................... 105

57. ISPS Code / USMTSA 2002 ........................................................................................................ 107

58. Export Restrictions ....................................................................................................................... 107

59. Drug and Alcohol Clause ............................................................................................................. 108

60. Liens, Owner Financing and Letter of Quiet Enjoyment ............................................................. 109

61. Notices ......................................................................................................................................... 110

62. Business Ethics ............................................................................................................................ 112

63. Safety and Consultation ............................................................................................................... 114

64. Confidentiality ............................................................................................................................. 114

65. Performance Bank Guarantee and Owner‟s Guarantee ................................................................ 115

66. Representations ............................................................................................................................ 117


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67. Exclusion of Consequential Loss ................................................................................................. 118

68. Law and Jurisdiction .................................................................................................................... 118

69. Miscellaneous ............................................................................................................................... 120


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THIS TIME CHARTER PARTY (this “Charter”) is this [INSERT DATE] 2015 agreed as set out

below between:

[INSERT NAME OF OWNER], a company incorporated in [INSERT JURISDICTION] and having its

registered office at [INSERT ADDRESS] (hereinafter referred to as the “Owner” which expression shall

include its successors and permitted assignees or transferees), the owner of the LNG vessel [to be]

constructed by [INSERT SHIPYARD AND HULL NUMBER] (the “Vessel”);

and

[INSERT NAME OF CHARTERER], a company incorporated in [INSERT JURISDICTION] and having

its registered office at [INSERT ADDRESS] (hereinafter referred to as the “Charterer”, which

expression shall include its successors and permitted assignees or transferees).

1. Definitions and Interpretation

1.1 Definitions

In this Charter, save where the context otherwise requires, the following words and expressions

shall have the meanings respectively assigned to them in this Clause:

“Additional Amount” has the meaning given to it in Clause 14.2.

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

common control with or is controlled by the party in question;

and Control.

“Alternate Vessel” has the meaning given to it in Clause 8.8.

“Anticipated Delivery

Date”

has the meaning given to it in Clause 8.3.

“Applicable Law” means (a) any law, decree, rule, requirement, constitution,

regulation, authorisation, judgment, injunction or other

directive of a governmental or regulatory authority (including

any harbour or port 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 ruling, interpretation, notice, statement of


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policy or practice with binding characteristics, in each case,

which (as the context requires) is applicable to the Vessel,

Owner, Manager or Charterer, as the case may be.

“Award Notification

Date”

means the date of issuance of the notification of award / fax of

acceptance as issued the Charterer to the Successful Bidder in

relation to the Vessel.

“Balance of Charter” has the meaning given to it in Clause 47.2(d)(i).

“Bareboat Charter” has the meaning given to it in Clause 48.2.

“Bareboat Notice” has the meaning given to it in Clause 50.1.

“Bareboat Window” has the meaning given to it in Clause 50.1(b).

“Boil-Off” means the vapour, which results from natural or forced

vaporisation of LNG.

“Builder” means [INSERT NAME OF SHIPYARD].

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

Delhi, [INSERT LOCATION OF OWNER] and New York.

“Change in Law” has the meaning given to it in Clause 47.2(a).

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

Charterer exercises any extension options, the Extension

Periods and any Off-Hire Extension Periods.

“Charterer Modification” has the meaning given to it in Clause 47.1(a) .

“Charterer’s

Representative”

has the meaning given to it in Clause 2.4(a).

“Charterer Share” has the meaning given to it in Clause 47.2(d).

“Classification Society” means [INSERT NAME OF CLASSIFICATION SOCIETY]

or such other classification society as Owner and Charterer

may agree as the classification society with which the Vessel

is to be classed from time to time and shall always be a

member of the IACS having experience with LNG.


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“Compulsory

Modifications”


“Close Family Member of

a Public Official”

means a husband/spouse or partner, one of his/her children,

siblings or parents; the husband/spouse or partner of his/her

children or siblings; or any household member.

“Commencement of

Charter”


“Compatibility Change” has the meaning given to it in Clause 47.3(a).

“Conditions of Use” means any conditions of use or other agreement to be entered

into between the owner or operator of any port or terminal to

which the Vessel is directed pursuant to this Charter and

Owner or Master so as to permit the Vessel to use such

terminal or port facilities.

“Control” means in relation to Clause 48 the power to direct the

management and policies of any entity whether through the

ownership of voting capital, by contract or otherwise. A

“Change in Control” occurs if any person or body corporate

who controls any entity ceases to do so or if another person or

body corporate acquires control of it.

“Daily Fixed Hire Rate” has the meaning given to in Paragraph 1 of Appendix II.

“Debit Note” has the meaning given to it in Clause 13.2.

“Delivery” means delivery and acceptance of the Vessel for service under

this Charter pursuant to Clause 8.1.

“DES LNG Price” means in respect of any Performance Period, the weighted

average ex-ship contract prices in respect of all cargoes of

LNG transported during such Performance Period, at the

relevant ports of discharge of such cargoes, as certified by

Charterer.

“Design Speed” has the meaning given to it in Clause 30.1(a).


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“Document of

Compliance”

means the certificate issued from time to time by the Flag

State to Manager confirming that the safety management

system implemented by Manager has been audited and that it

complies with the requirements of the ISM Code for LNG

carriers.

“Dry-docking Window” has the meaning given to it in Clause 27.2(b).

“Due Date” has the meaning given to it in Clause 13.3(a).

“ECA” has the meaning given to it in Clause 21.6.

“Environment” means any land, including sea bed or river bed under water,

any structures, water and air.

“Environmental Claim means any claim, proceeding, formal notice or investigation

by any person in respect of any Pollution Regulations or

presence of Hazardous Material in contravention of any

Pollution Regulations.

“Flag State” means the state named in Clause 3.1(a) or any other registry

in which the Vessel is flagged with Charterer‟s written

approval.

“FOB LNG Price” means the applicable free on board LNG price as certified by

Charterer.

“Fuel Consumption

Table”

has the meaning given to in Clause 30.1(b) (iii).

“Fuel Debit Note” has the meaning given in Clause 13.2.

“Gross Cargo Capacity” means the total cargo tank capacity of the Vessel as described

in Appendix I.

“Hague Rules” means the rules contained in the International Convention for

the Unification of Certain Rules relating to Bills of Lading

signed at Brussels on 25 August 1924 including any successor

thereto, including the Rotterdam Rules.


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“Hague-Visby Rules” means the Hague Rules as amended by the Protocol signed at

Brussels on 23 February 1968, including any successor

thereto, including the Rotterdam Rules.

“Hazardous Material” means any emission or substance, whether on its own or in

combination with any other substance, whose release is

regulated by Pollution Regulations or which is determined by

any Pollution Regulations or other Applicable Law to be

capable of causing harm to any living organism or the

Environment.

“HSSE” has the meaning given to in Clause 52.3(a).

“Hire Rate” has the meaning given to in Paragraph 1 of Appendix II.

“Hire Accrual Date” shall mean the date of Delivery of the Vessel.

“IACS” means the International Association of Classification

Societies.

“IGC Code” means the International Code for the Construction and

Equipment of Ships Carrying Liquefied Gases in Bulk, as

amended from time to time.

“IMO” means the International Maritime Organization.

“International Navigating

Conditions”

shall mean the international navigating conditions as specified

by BIMCO (the Baltic and International Maritime Council) ,

as maybe amended from time to time.

“International Standards” means those standards, practices, recommendations and

guidelines customarily from time to time applicable to,

implemented and complied with by first class operators or

managers of LNG vessels of similar size and age to the Vessel

with respect to the design, construction, equipment,

ownership, operation, crewing or maintenance of LNG vessels

and their equipment, including those established by the IMO,

OCIMF, SIGTTO, IACS, PIANC or any other internationally

recognised agency or organisation with whose standards and


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practices its customary for such fist class operators and

managers to comply.

“ISM Code” means the “International Management Code for the Safe

Operation of Ships and Pollution Prevention”, introduced

as Chapter IX to the International Convention for the Safety

of Life at Sea (SOLAS), 1974, as amended from time to time.

“ISPS Code” means the International Code Ship and Port Facility Security

Code, and the relevant amendments to Chapter XI of SOLAS.

“Issuing Party” Has the meaning given to it in Clause 13.5.

“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 11:00

am 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.

“LNG Buyer” means any buyer of LNG carried, or intended to be carried, on

board the Vessel under this Charter.

“LNG Heel” means cargo intentionally retained in the cargo tanks on

completion of discharge.

“LNG Seller” means any seller of LNG carried, or intended to be carried, on


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board the Vessel under this Charter.

“Manager” means [INSERT NAME OF MANAGER] any other company

appointed by Owner as manager of the Vessel and approved

by Charterer.

“Master Maintenance

Plan”


“Material Adverse Effect” means a material adverse effect on:

(a) the ability of the Owner‟s Guarantor to perform its

obligations under the Owner‟s Guarantee;

(b) the validity or enforceability of the Owner‟s

Guarantee; or

(c) any right or remedy of the Charterer in respect of the

Owner‟s Guarantee.

“Monthly Hire Invoice” has the meaning given to it in Clause 13.1.

“Modification Work” has the meaning given to it in Clause 47.4.

“MTSA” means the US Maritime Transportation Security Act 2002.

“OCIMF” means the Oil Companies International Marine Forum.

“Off-Hire Extension

Period”


“Oil and Gas Companies”

and “Oil and Gas

Company”

has the meaning given to it in Clause 29.1I.

“Owner” Has the meaning as specified in the preamble.

“Owner’s Guarantee” Has the meaning given to it in Clause 65.2.

“Owner Guarantor” means [INSERT NAME OF GUARANTOR].

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

will be construed accordingly).


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“Performance Guarantee” has the meaning given to it in Clause 65.1.

“Performance Period” has the meaning given to it in Paragraph 4.1(c) of Appendix

XI.

“PIANC” means the International Navigation Association.

“P&I” has the meaning given to it in Clause 46.1(iv).

“P&I Club” means the protection and indemnity association with whom

Owner has entered the Vessel provided that such association

shall at all times be a member of the International Group of

P&I Clubs.

“Piracy” has the meaning given to it in Clause 40.1.

“Piracy Area” has the meaning given to it in Clause 40.1.

“Pollution Regulations” means any Applicable Law, including all conventions, laws,

statutes, decrees, treaties, regulations and requirements and all

judicial or administrative interpretation or guidance with

binding characteristics relating to pollution, emissions and

environmental hazards, the Environment, any Hazardous

Material and/or the protection of health and safety from time

to time applicable to the Vessel, Owner, or Manager,

including the laws and regulations and requirements issued by

the Northern Sea Route Administration, the US Oil Pollution

Act 1990 (“OPA 90”), the International Convention for the

Prevention of Pollution from Ships, 1973 (“MARPOL”), the

International Convention on Liability and Compensation for

Damages in Connection with the Carriage of Hazardous and

Noxious Substances by Sea 1996.

“Primary Terminals” has the meaning given to in Clause 7.4.

“Progress Reports” has the meaning given to it in Clause 2.5(a).

“Public Official” means an elected or appointed official, employee or agent of

any national, regional or local government/state or


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department, agency or instrumentality of any such

government/state or any enterprise in which such a

government/state owns, directly or indirectly, a majority or

controlling interest; an official of a political party; a candidate

for public office; and any official, employee or agent of any

public international organization.

“Purchase Option Notice” has the meaning given to in Clause 51.1.

“QA/QM System” has the meaning given to it in Clause 52.3.

"Reference Period” has the meaning given to it in Clause 30.5.

“Refund Guarantee” means the refund guarantee to be issued by [INSERT NAME

OF REFUND GUARANTOR] pursuant to the terms of the

Shipbuilding Contract.

“Remaining Life of

Vessel”

has the meaning given to it in Clause 47.2(d)(ii).

“Rotterdam Rules” means the rules contained in the United Nations Convention on

Contracts for the International Carriage of Goods wholly or

partly by sea signed at Rotterdam on 11 December 2008.

“Substitute Vessel” has the meaning given to it in Clause 25.4.1.

“Scheduled Dry-docking” has the meaning given to it in Clause 27.1.

“Scheduled Delivery

Date”


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

assignment by way of security, trust or any other security

interest securing any obligation of any person, any agreement

to create any such security interest or any agreement or

arrangement having a similar effect.

“Shipbuilding Contract” means the contract dated [INSERT DATE OF

SHIPBUILDING CONTRACT] in respect of the design,

construction and sale of the Vessel entered into between


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Builder and Owner.

“Shipyard” means the [INSERT LOCATION OF SHIPYARD] shipyard

of Builder.

“Shipyard Force

Majeure”

Means any event of force majeure as declared by the Builder

under and in accordance with the Shipbuilding Contract;

“SIGTTO” means the Society of International Gas Tankers and Terminal

Operators.

“SIRE” means the Ship Inspection Report Programme introduced by

OCIMF.

“SIRE Inspection” means an inspection conducted under SIRE during loading or

discharging of the Vessel.

“SIRE Report” means a report of a SIRE Inspection posted on the SIRE

database.

“Specification” means the specification of the Vessel as attached to the


“Specification Changes” has the meaning given to in Clause 8.3(a)(ii).

“Statutory Modifications” is defined in [INSERT RELEVANT CLAUSE] of the


“Successful Bidder” Means the successful bidder in respect of the Vessel, pursuant

to Tender no. [insert], E-Tender No. [insert] dated [insert

date] as issued by the Charterer;

“Tripartite Agreement” means the Tripartite agreement dated [INSERT DATE OF

TRIPARTITE AGREEMENT] and made between Owner,

Charterer and Builder in relation to the Shipbuilding Contract.

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

including income, 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


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any authority, together with any interest, penalties and

additions with respect thereto.

“Terminal Requirement” Has the meaning given to it in Clause 7.5.

“tons” refers to metric tons.

“TMSA” has the meaning given to it in Clause 52.2.

“Trials” Means the dock trials, cryogenic trials, sea and gas trials and

any other trials of the Vessel to be conducted in accordance

with the Shipbuilding Contract and the Specification.

“United States Dollars” or

“US$”

means the currency of the United States of America.

“US Coast Guard

Regulations”


“US Coast Guard

Documents”


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

machinery, equipment and appurtenances.

“Vessel Sale & Purchase

Agreement”


“Vetting Approval” has the meaning given to it in Clause 29.1(c).

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 a reference to the

other gender.

(b) The headings of the clauses and appendices of this 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.


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(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 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) A reference to any document means that document as it may be amended, supplemented

or novated from time to time.

(i) Any reference to a statutory provision, publication or standard shall include such

provision, publication or standard as is from time to time modified or re-enacted or

consolidated so far as such modification or re-enactment or consolidation applies or is

capable of applying to any transactions entered into hereunder.

2. Design, Construction and Acceptance of the Vessel

2.1 Owner warrants that the Vessel shall be designed, constructed, equipped and completed by

Builder in accordance with the Shipbuilding Contract, the Specification and International

Standards. In relation to the Shipbuilding Contract, Owner agrees that it shall:

(a) provide a true and complete copy of the signed Shipbuilding Contract and Specifications

to Charterer;

(b) not agree any amendment to the Shipbuilding Contract or any modification to the

Specifications without obtaining the prior written consent of Charterer;

(c) provide to Charterer a true and complete copy of any amendment or addendum to the

Shipbuilding Contract or the Specifications promptly after execution;


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(d) provide such evidence as Charterer may reasonably require of payment of each of the

pre-delivery instalments of the contract price payable under the Shipbuilding Contract;

and

(e) notwithstanding that all test results, plans and drawings for the Vessel are to be submitted

to, and approved by, the Classification Society or the Charterer, Owner shall be solely

responsible for the design and construction of the Vessel.

2.2 Owner shall:

(a) ensure that the Builder will select the external makers, suppliers and subcontractors, from

the list provided in the Shipbuilding Contract. For any change in the external makers,

suppliers and subcontractors, Owner shall submit a written request to Charterer for

approval as soon as reasonably practicable following execution of this Charter; and

(b) ensure that Builder shall not (i) perform any part of the construction work outside the

Shipyard or (ii) subcontract any part of the construction work in respect of the Vessel, in

each case exceeding in value United Stated Dollars One million (US$ 1000,000),

without receiving Charterer‟s prior written approval.

2.3 Plans and Drawings

Owner shall provide to the Charterer, two (2) hard copies and a copy in electronic format of each

plan and drawing prepared by the Builder in accordance with the Shipbuilding Contract. Owner

shall also submit to Charterer any other technical information reasonably required. The Charterer

shall reserve the right to give its comments on the plans and drawings if required, provided that

any such comments are without prejudice to the Owner‟s obligations under this Charter.

2.4 Charterer‟s Representatives

(a) Owner shall procure that Charterer may, at its own cost and expense, retain at the

Shipyard up to three (3) representatives (the “Charterer’s Representatives”) to oversee

the Vessel's construction. Owner shall assist Charterer in obtaining any necessary

permissions or authorisations for Charterer‟s Representatives to carry out their duties.

(b) Owner shall procure that Charterer‟s Representatives shall, at all times until Delivery,

have the right to inspect the Vessel, her machinery and equipment and be given free and

ready access to the Vessel and any other place where work is in progress, and where

machinery, equipment or materials, utilised or to be utilised in connection with the


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construction of the Vessel, are processed, stored, or tested in each case for the purpose of

determining that the Vessel, her machinery and equipment are being constructed in

accordance with the terms of this Charter and the Specification.

(c) Owner shall further procure that Charterer‟s Representatives have the right to attend all

tests, (shop) trials and inspections of the Vessel, her machinery and equipment, whether

conducted at the Shipyard or at the premises of Builder‟s subcontractors or suppliers.

(d) Owner shall notify Charterer‟s Representatives reasonably in advance of the date and

place of all tests and inspections of the Vessel. If the location of such tests, trials and

inspections of the Vessel is the Shipyard, Owner shall give at least twenty-four (24)

hours, and if the location is away from the Shipyard, Owner shall give at least three (3)

days prior notice to Charterer (unless the location is outside [INSERT COUNTRY OF

SHIPYARD], in which case Owner shall give at least seven (7) days prior notice to

Charterer) of the commencement of such tests, trials and inspections. If the test or trial is

to take place before the arrival of Charterer‟s Representatives at the Shipyard, Owner

shall give Charterer not less than twenty-one (21) days notice of each such test or trial.

The failure of Charterer‟s Representative(s) to be present at such tests and inspections

after due notice as above provided shall be deemed to be a waiver of their right to be

present.

(e) Charterer‟s Representatives shall also have the right to attend any technical meetings held

between Owner, Builder, the designer of the cargo containment system and the

Classification Society (or any of them).

(f) Owner shall provide Charterer with copies of all technical correspondence between the

Classification Society and Builder and between the licensor of the containment system

and Builder, in each case related to the Vessel and all other information, documents and

reports as Charterer may reasonably request in connection with the construction of the

Vessel.

(g) Charterer‟s Representatives shall have the right by notifying Owner promptly in writing

(with copy to Builder) to reject or disapprove any construction or material which they

believe does not or will not conform to the requirements of the Specifications or the

Charter. Owner shall procure that Builder shall correct such non-conformity at its own

cost.


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(h) Owner shall be responsible for ensuring that Charterer‟s Representatives are furnished

office space by Builder at the Shipyard. This office space shall be free of charge, suitably

sized and furnished, lighted, heated and air-conditioned. Such accommodation shall

include tables, desks, chairs, filing cabinets, changing rooms, lavatory facilities, hot and

cold running water, cleaning, and printing and communication equipment, such as colour

printers, scanners, telephone, fax and appropriate internet access, all to be provided free

of charge to Charterer. Charterer shall, however, be responsible for the costs of all

international telephone and telefax communications incurred by Charterer‟s

Representatives. Owner shall also assist Charterer and Charterer‟s Representatives in

obtaining (i) accommodation, which shall be of a suitable Western standard in the

vicinity of the Shipyard, for each of the Charterer's Representatives, and (ii) all necessary

residence and work permits and visas for each of the Charterer's Representatives as

required throughout the construction of the Vessel.

(i) Charterer‟s Representatives shall at all times be deemed to be employees of Charterer.

Neither Builder nor Owner shall be under any liability whatsoever to Charterer or to

Charterer‟s Representatives or employees or agents for personal injuries, including death,

to such Charterer‟s Representatives, employees or agents, or any of them during the time

they, or any of them, are on the Vessel or within the premises of Builder or its

subcontractors or are otherwise engaged in and about the construction of the Vessel

unless, however, such personal injuries, including death, were caused by the negligence

of Builder or Owner or of any of their employees, agents or sub-contractors (in which

event Owner shall indemnify Charterer from and against all liabilities arising from the

same). Nor shall Builder or Owner be under any liability whatsoever for damage to, or

loss or destruction of property of, Charterer or Charterer‟s Representatives, employees or

agents in [LOCATION OF THE SHIPYARD] or elsewhere, unless such damage, loss or

destruction were caused by the negligence of Builder or Owner or of any of their

employees, agents or sub-contractors (in which event Owner shall indemnify Charterer

from and against all liabilities arising from the same).

(j) Charterer shall be under no liability whatsoever to Builder or Owner for personal injuries,

including death, to any personnel employed by Builder or Owner (or their respective

employees, agents or subcontractors) or any damage to, loss or destruction of, property

belonging to Builder or Owner (or their respective employees, agents or subcontractors)

unless, however, such personal injuries, including death, or damage to, loss or destruction


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of property were caused by the negligence of Charterer or Charterer‟s Representatives.

Owner shall indemnify Charterer from and against any all liabilities arising from any

damage to, loss or destruction of, property belonging to Builder or Owner.

2.5 Progress Reports

(a) Owner shall submit to Charterer progress reports containing the details described in this

Clause 2.5 (the “Progress Reports”) the accuracy of which Owner hereby warrants.

Such Progress Reports shall be submitted on or before the 4th day of each month

commencing on the date falling six (6) months before steel cutting. The format and

nature of the report shall be agreed, between Owner and Charterer. Such Progress

Reports shall contain:

(i) A status report on the Vessel‟s construction as compared with the planned

programme and the target milestone dates including an updated construction

programme and critical path for the same;

(ii) A report setting out the actual progress in performance of the Shipbuilding

Contract during the previous month (itemising design work, hull structure, out-

fittings, coatings, cargo containment, cargo handling, hull piping, propulsion and

machinery, electrical and automation, commissioning), including cumulative

progress to date including man-hours consumed against target and percentages of

hull structure, tanks and other major components that have been completed each

measured against the contract programme;

(iii) A list of Modifications (if any) during the previous month, including any

amendments to the Shipbuilding Contract, the Delivery Date and/or performance

criteria of the Vessel, resolved or agreed;

(iv) A report on the delivery of sub-contracted materials during the previous month;

and

(v) Safety and environmental statistics, giving an overview of all accidents, lost time

incidents, near-miss events and pollution incidents, including a description of any

corrective actions taken, or to be taken, in order to prevent a re-occurrence of any

such accident, incident or event and clearly identifying whether such accident,

incident or event was caused by any employee of Builder or its subcontractor.


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(b) In the event that the construction of the Vessel should, for any reason whatsoever, be

delayed beyond the time frame described in the Planned Programme, Owner shall

immediately notify Charterer. If the delay which has occurred is not permissible under

the Shipbuilding Contract, Owner shall within fourteen (14) days after provision of such

notification provide to Charterer a schedule indicating the steps (including any

appropriate increase in manpower and material resources) Owner will require Builder to

take to recover the time lost. Owner and Charterer shall meet at the earliest opportunity to

discuss the schedule and Owner‟s detailed plans for implementation of the same.

(c) Upon the occurrence of an event of Shipyard Force Majeure, Owner shall:

(i) within one (1) day after the date on which Owner is advised by Builder of the

occurrence of such an event, give Charterer written notice of such occurrence, the

reasons therefore and the expected duration of any delay resulting therefrom;

(ii) as soon as possible thereafter, and in any event not more than ten (10) days after

the giving of such notice, submit to Charterer (i) a statement specifying as far as

possible the nature and cause of the contingency, the effect on the item involved,

the likely effect on the schedule of construction of the Vessel and the steps which

are being taken by Builder to mitigate any delay which may result from the

contingency and (ii) a copy of any notices or statements received by Owner from

Builder relating to such events. Owner shall thereafter provide to Charterer

copies of all correspondence between Owner and Builder relating to the Shipyard

Force Majeure; and

(iii) within one (1) day after the date on which Owner is advised by Builder that the

occurrence of such an event is at an end, give Charterer notice of the date on

which the event ended and also advise Charterer of the likely period of delay

caused by Shipyard Force Majeure and the action plan to mitigate the delay.

2.6 Modifications of Specification

(a) Charterer shall be entitled to require Owner to modify the Specification, provided

however, that Charterer shall bear the cost of any such modifications as negotiated and

agreed between the Charterer and the Owner. Such costs shall be payable, at the option of

the Charterer, either as a lumpsum at delivery of the Vessel under the Charter or through


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an adjustment of the Daily Fixed Hire Rate, such adjustment to the Daily Fixed Hire Rate

as mutually agreed between the Charterer and the Owner .

(b) Any such agreement for modifications and changes requested by the Charterer shall be in

writing and shall include an agreement as to the increase or decrease, if any, in the cost of

the Vessel, extension of the Anticipated Delivery Date and other terms of the Charter

and/or the Specifications occasioned by such modifications and changes.

(c) Upon agreement being reached to modify and change the Specification, Owner shall

procure that Builder alters the construction of the Vessel in accordance therewith, and

shall make any appropriate additions to or deductions from the work to be performed in

connection with such construction.

(d) Subject to Clause 47 hereof, no modification of the Specification, other than on account

of a request in writing from the Charterer, shall entitle the Owner to any increase in the

Daily Fixed Hire Rate.

2.7 Sea and Gas Trials

(a) At least four (4) months prior to the scheduled commencement thereof, Owner shall

submit to Charterer for its approval a comprehensive programme for the Trials. The

Trials shall be conducted in the manner prescribed in the Specifications, and shall prove

fulfilment of the performance requirements for the Vessel as set forth in the

Specifications. The Trials shall start only after (a) completion of the Vessel‟s

construction and commissioning of all machinery and equipment in accordance with the

Shipbuilding Contract and Specifications and (b) Charterer‟s approval of the testing plan

for each individual Trial. If any equipment, element of the Vessel or adjustment is

modified in any way after Trials, any Trial(s) whose results could have been directly or

indirectly affected by such modification shall be repeated.

(b) Owner shall ensure that each tank of the Vessel shall have been calibrated for volume

against level by an independent surveyor mutually acceptable to Owner and Charterer.

Owner shall have a qualified and mutually agreed independent surveyor prepare tank

gauge tables for each tank of the Vessel. Such tank gauge tables shall include sounding

tables, correction tables for list and trim, volume corrections to tank service temperature,

and other corrections if necessary. Charterer shall have the right to have its

representatives (which may include representatives of any LNG buyer) witness the tank


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calibrations referred to above. Owner shall give adequate advance notice to Charterer of

the timing of such tank calibrations.

(c) Charterer shall receive from Owner at least twenty one (21) days' tentative prior notice

and seven (7) days definite prior notice of the time and place of the Trials. Such notice

shall specify the port, which shall be free and accessible, from which the Vessel will

commence such trials and the date upon which the same are expected to take place.

(d) Should Charterer's Representatives fail to be present for any reason whatsoever other

than the events beyond the control of Charterer after due notice to Charterer as above

provided, then, in such event, Charterer shall waive its right to have a representative on

board the Vessel at the Trials and Owner may conduct the same run without such

Charterer‟s Representative being present. In such case, Charterer shall be obliged to

accept the results of the Trials on the basis of a certificate by Owner and the

Classification Society.

(e) In the event that Charterer considers that the Vessel does not conform to the requirements

of the Shipbuilding Contract and/or the Specifications, Charterer shall notify Owner,

specifying in such notice any non-conformity, and Owner shall cause Builder to correct

such non-conformity prior to acceptance of the Vessel under the Shipbuilding Contract.

(f) Upon completion of inspection following the Trials, Owner shall give Charterer notice in

writing as and if Owner considers that the results of the Trials indicate conformity of the

Vessel to the Charter, the Shipbuilding Contract and the Specifications (to the extent such

conformity can be demonstrated prior to the loading, carriage and discharge of a full

cargo), and that the Vessel has been constructed in accordance with, and conforms to, the

requirements of the Shipbuilding Contract and the Specifications. Within ten (10)

Working Days of receipt of such notice, Charterer shall notify Owner in writing of either:

(i) its acceptance of the Vessel; or

(ii) its non-acceptance of the Vessel in which event Charterer‟s notice shall indicate

in what particulars the Vessel does not conform to the Charter, the Shipbuilding

Contract, and/or the Specifications. Owner shall in such circumstances take the

necessary steps to correct the non-conformities identified by Charterer. Upon

completion of correction of such non-conformity, Owner shall, if reasonably

required by Charterer, procure that Builder conducts further tests and/or trials to


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the extent necessary to demonstrate that correction of such non-conformity has

been made unless Owner can demonstrate such correction by other means to

Charterer‟s reasonable satisfaction.

2.8 Assignment of Warranties

Owner shall cause the Shipbuilding Contract to include a provision requiring (in the event

Charterer or its designee purchases or bareboat charters the Vessel during or after construction)

Builder to assign or novate to Charterer, or its designee: (i) the benefit of the guarantee given by

Builder under Clause [INSERT APPROPRIATE REFERENCE] of the Shipbuilding Contract and

(ii) all other rights and benefits related to all conditions, warranties, representations, and

insurance in favour of Owner under the Shipbuilding Contract.

2.9 Tripartite Agreement

On the date of this Charter, Owner shall enter into, and shall procure that Builder enters into, a

Tripartite agreement on the terms set out at Appendix XVII (the “Tripartite Agreement”).

3. Description and Condition of Vessel

3.1 Owner undertakes that, at Delivery and throughout the Charter Period, the Vessel shall:

(a) fly the flag of [NAME OF COUNTRY] and shall be classed with the following notation

[INSERT CLASS NOTATION] by [INSERT NAME OF CLASSIFICATION

SOCIETY] (the “Classification Society”);

(b) be tight, staunch, strong, in good order and condition, and in every way fit, manned,

equipped and supplied for the service contemplated herein, with her machinery, cargo

installations, cargo handling and cargo control equipment, boilers, hull and other

equipment in a good and efficient state;

(c) have her holds, tanks, valves, compressors, and pipelines clear, clean and gas-tight;

(d) in every way be fit for the safe loading, discharge, handling and carriage of LNG in bulk

at atmospheric pressure in international trade including without limitation for entry into,

and loading or discharging, at the Primary Terminals;

(e) in every way fitted for burning at sea or, subject to applicable local laws and regulations,

in port, LNG Boil-Off, heavy fuel oil as per [ISO 8217:2010 RMG380] (or any

equivalent future specification) and/or marine diesel oil as per [ISO 8217:2010 DMA or


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DMZ] (or any equivalent future specification) for propulsion and auxiliaries, and marine

gas oil as per ISO 8217:2010 DMX (or any equivalent future specification) for inert gas

production, emergency generators and lifeboats;

(f) have her insulation spaces prepared in accordance with the cargo containment system

design conditions;

(g) be able to operate without venting Boil-Off to the atmosphere other than during gas

freeing and for reasons of safety in actual or prospective emergency situations; and

(h) comply with the description, specifications and performance standards in Appendix I and

elsewhere in this Charter, provided that if there is any conflict between the provisions of

Appendix I and any other provision of this Charter, such other provision shall govern.

3.2 Owner undertakes that, at Delivery and throughout the Charter Period, the Vessel shall:

(a) comply with all Applicable laws enabling her to pass through the Suez Canal and the

expanded Panama Canal by day and by night without any delay;

(b) comply with all Applicable Laws, including any Applicable Laws:

(i) of the Flag State;

(ii) of the Government of India;

(iii) of the United States of America;

(iv) subject to Clause 7.5, of the regulatory authorities of any port of place, including

any terminal or facilities located in such port of place, to which the Vessel may

be ordered under this Charter;

(v) customarily applicable to a vessel carrying LNG worldwide within the trading

limits of this Charter;

(vi) contained in any Pollution Regulations;

(vii) of the IGC Code, the ISM Code and the ISPS Code;

(viii) of the International Convention for the Control and Management of Ships Ballast

Water and Sediments 2004; and

(ix) of the International Convention on the Control of Anti-fouling Systems on Ships

2001;


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3.3 have on board all certificates, documents and equipment required from time to time by any

Applicable Law to enable her to perform the charter service without delay, including, without

limitation:

(i) the US Coast Guard Documents;

(ii) a valid Blue Card certificate issued by the International Transport Worker‟s Federation

(the “ITF”) or such other certificate or union agreement (always acceptable to ITF)

confirming that officer and crew wages and social conditions are in compliance with ITF

standards;

(iii) a Piracy response plan conforming to the requirements of Clause 40;

(iv) any documents or certificates of financial responsibility required by any Pollution

Regulations;

(v) any documents or certificates otherwise required to demonstrate compliance with the

requirements of this Clause 3.2.

3.4 Owner shall maintain the Flag State as the registry for the Vessel and the Classification Society as

the classification society for the Vessel throughout the Charter Period except as may be agreed in

writing between Owner and Charterer. Consent by either Party to the other Party‟s request for any

change of Flag State shall not be unreasonably withheld. All documented costs incurred in

relation to a change in Flag State shall be for the account of the Party who requests such change.

3.5 Charterer shall have the right to select the Vessel's name provided that (a) such proposed name is

reasonably acceptable to Owner; (b) such name is available for a vessel to be registered in the

then proposed Flag State; and (c) any costs arising from change in name requested by Charterer

after the Vessel‟s initial naming shall be for Charterer‟s account.

3.6 Charterer may fly its house flag and Owner shall paint the Vessel's funnel, hull and superstructure

with Charterer‟s colours and affix thereto Charterer‟s insignia if requested by Charterer. The cost

of marking the Vessel in accordance with this Clause shall be for Owner's account.

4. Shipboard Personnel and their Duties

4.1 Owner undertakes that at Delivery and throughout the Charter Period:

(a) she shall have a full and efficient complement of Master, officers and crew for a vessel of

her type and tonnage complying with Appendix I, who shall in any event be not less than


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the number required by any Applicable Laws of the Flag State and who shall have the

necessary experience, licenses, certification and training to operate the Vessel and her

equipment competently, safely and in accordance with International Standards;

(b) all shipboard personnel shall hold valid and current certificates of competence in

accordance with the requirements of the laws of the Flag State;

(c) all shipboard personnel shall be trained in accordance with the relevant provisions of the

International Convention on Standards of Training, Certification and Watchkeeping for

Seafarers, 2005 and as may further be amended from time to time;

(d) the aggregate combined seagoing experience of the Master and the Chief Officer and the

aggregate combined experience of the Chief Engineer and the First Engineer shall not be

less than:

(i) Two (2) years gained in the rank to be held on board the Vessel gained on board

LNG Carriers

(ii) One (1) years gained with Owner, Manager or any of Owner‟s Affiliates; and

(iii) Two (2) years gained on board LNG Carriers

(e) the aggregate combined seagoing experience of the junior officers gained as „officer of

the watch‟ shall not be less than eighteen (18) months, provided that (i) atleast one (1)

junior officer shall have a minimum seagoing experience gained as „officer of the watch‟

of not less than twelve (12) months in the engine department and (ii) atleast one (1) junior

officer shall have a minimum seagoing experience gained as „officer of the watch‟ of not

less than twelve (12) months in the navigation department;

(f) there shall be on board sufficient personnel with a good working knowledge of the

English language to enable cargo operations at loading and discharging places to be

carried out efficiently and safely and to enable communications between the Vessel and

those loading the Vessel or accepting discharge therefrom to be carried out quickly and

efficiently; provided that the master, the chief engineer, all cargo engineers and deck

officers shall be fluent in written and oral English; and

(g) the Vessel‟s Master and Chief Officer have attended a Ship Handling course and a Bridge

Resource Management Course in accordance with the guidelines set by the IMO.


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4.2 Owner undertakes that, throughout the Charter Period, the Master shall with the Vessel's officers

and crew, unless otherwise instructed by Charterer:

(a) prosecute all voyages with the utmost despatch in accordance with any lawful

instructions given by Charterer;

(b) render all customary assistance;

(c) load and discharge cargo as rapidly as possible when required by Charterer or its agents

to do so, by night and/or by day, but always in accordance with the Applicable Laws of

the place of loading or discharging (as the case may be) and in each case in accordance

with any Applicable Laws of the Flag State; and

(d) shall carry out trans-shipment operations in accordance with the recommendations set out

in the latest ICS/OCIMF Ship-to-Ship Transfer Guide, in the case the discharge terminal

is a floating storage and regasification unit.

4.3 Owner shall provide Charterer, no later than fifteen (15) days prior to the Anticipated Delivery

Date, with professional histories of the Master, Chief Officer, Chief Engineer, First Engineer and

the Cargo Engineer who will serve on board the Vessel at Delivery, which history shall show the

extent of experience as required in accordance with Clause 4.1. Prior to their assignment, similar

histories shall be furnished for any new Master, Chief Officer, Chief Engineer, First Engineer or

Gas Engineer assigned to the Vessel during the Charter Period.

5. Duty to Maintain

5.1 Throughout the Charter Period, Owner shall, whenever the passage of time, wear and tear or any

event whatsoever (whether or not coming within Clause 32hereof or otherwise) requires steps to

be taken to maintain or restore the conditions stipulated in Clauses 2, 3 and 4.1, exercise due

diligence so to maintain or restore such conditions as soon as possible.

5.2 Owner shall ensure (and shall procure that the Manager ensures) that the Vessel is managed and

maintained in all respects, including without limitation in respect of safety and reliability, in

accordance with International Standards, with appropriate resources being dedicated at all times

towards achieving such standards.

5.3 At least ninety (90) days prior to the Anticipated Delivery Date, Owner shall provide to Charterer

for comments, if any, a five (5) year rolling master maintenance and repair plan (the “Master

Maintenance Plan”), outlining (in reasonable detail) the intended approach and overview of all


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scheduled maintenance, repair and overhaul activities, including any underwater inspections and

dry-docking of the Vessel and describing the integration of the Master Maintenance Plan into the

Manager‟s computerised planned maintenance systems. The objective of the maintenance

activities described in the Master Maintenance Plan shall be to ensure the continued operational

reliability of all equipment that may affect the performance, safety, reliability and availability of

the Vessel (including with respect to the Vessel‟s navigational, cargo control, electrical and

communications equipment, machinery, pollution prevention systems, corrosion protection

systems etc.). The Master Maintenance Plan shall: (a) incorporate instructions and

recommendations of equipment makers and suppliers; (b) include Owner‟s and Manager‟s

operating experience with respect to maintenance and repair and (c) be consistent with

International Standards. Owner shall submit an updated Master Maintenance Plan on or before [1

January] of each calendar year following Delivery. Owner‟s Master Maintenance Plan shall

further be intended to ensure that the maintenance standards referred to in this Clause 5 are

complied with at all times so that on redelivery the Vessel:

(a) shall have an equivalent classification notation from the Classification Society to that set

out in Clause 3.1(a); and

(b) will be in the same good order and condition as required in Clause 3, ordinary wear and

tear consistent with the characteristics , trading history and age of the Vessel excepted.

5.4 Should there be any significant or repeated interruption in the availability of the Vessel or

deficiency in the performance of the Vessel, or in the event Owner or Charterer become aware of

such deficiencies or interruptions on other LNG carriers of similar make or design, Owner shall,

take any action that may be necessary to ensure reasonable satisfaction of Charterer that any such

deficiencies or interruptions do not occur or re-occur. Owner shall, without prejudice to Owner‟s

obligations under this Charter, ensure that all maintenance and repair of the Vessel conforms

throughout the Charter Period to the Master Maintenance Plan. Owner will use new spare parts,

wherever possible supplied by the original equipment manufacturer and contractors licensed by

the original manufacturer for all critical equipment and systems.

5.5 If, and when, the Vessel is fifteen (15) years old shall obtain from the Classification Society and

thereafter for the duration of the Charter Period maintain a rating under a “Condition

Assessment Programme” for LNG carriers of not less than two (2) or equivalent.

5.6 If at any time whilst the Vessel is on hire under this Charter the Vessel fails to comply with the

requirements of Clauses 2, 3, 4, or 15, then hire shall be reduced to the extent necessary to


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indemnify Charterer for such failure. If, and to the extent that, such failure affects the time taken

by the Vessel to perform any services under this Charter, hire shall be reduced by an amount

equal to (i) the value, calculated at the Hire Rate, of the time so lost; and (ii) any other costs and

expenses incurred by Charterer as a consequence thereof, including without limitation, any

additional fuel, Boil-Off, port, canal, tug and pilotage expenses. Any reduction of hire under this

Clause 5.6 shall be without prejudice to any other remedy available to Charterer, but where such

reduction of hire is in respect of time lost, such time shall be excluded from any calculation under

Clause 30.

5.7 If Owner is in breach of its obligations under Clause 5.1 to 5.3 and without prejudice to any other

remedy available to Charterer hereunder, Charterer may so notify Owner and if, after the expiry

of fifteen (15) days following the receipt by Owner of any such notice, Owner has failed to

demonstrate the exercise of due diligence as required in Clause 5.1, or (as the case may be) an

improvement in the management of the Vessel such that it is managed to the standards set out in

Clause 5.2 or, as the case may be, to provide the Master Maintenance Plan as required by Clause

5.3, Charterer shall have the right to place the Vessel off-hire until Owner has demonstrated to

Charterer‟s reasonable satisfaction that Owner is complying with the terms of Clause 5.1, 5.2 and

5.3.

(a) Furthermore at any time while the Vessel is off-hire under Clause 5.7 for a continuous

period of sixty (60) days or more or for more than one hundred and twenty (120) days in

any period of seven hundred and twenty (720) days, Charterer shall be entitled to:require

Owner to appoint an alternative Manager of the Vessel;

(b) exercise its option pursuant to Clause 50 to convert this Charter into the Bareboat

Charter; or

(c) exercise its option pursuant to Clause 51 to purchase the Vessel; or

(d) terminate this Charter by giving notice to Owner.

6. Charter Period

6.1 Owner agrees to let and Charterer agrees to hire the Vessel (i) for a period commencing from the

date and time of Delivery (the “Commencement of Charter”) and ending on [September 30,

2038], or (ii) for a period commencing from the date and time of Delivery and ending on the 20th

(twentieth) anniversary of the date and time of Delivery, whichever is earlier (“Initial Charter

Period”)..


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6.2 Charterer shall have the option to extend the term of the Charter for up to two (2) consecutive

periods of up to five (5) years each, sixty (60) days more or sixty (60) days less in Charterer‟s

option (each an “Extension Period”). The first option shall be exercised by Charterer no later

than eighteen (18) months prior to the expiry of the Initial Charter Period. The following option

shall be exercised no later than eighteen (18) months prior to the expiry of the relevant Extension

Period. For such Extension Periods, the Fixed Daily Hire Rate shall amount to 75% (seventy five

per cent) of the Fixed Daily Hire Rate payable during the Initial Charter Period. The other terms

and conditions of this Charter shall continue to apply during the Extension Periods.

6.3 Charterer shall have the option, exercisable no later than twelve (12) months prior to the expiry of

(i) the Initial Charter Period and (ii) any Extension Period, to elect that any or all time during

which the Vessel has been off-hire during the Initial Charter Period or during any Extension

Period, as the case may be, shall be added to the Initial Charter Period or to the relevant

Extension Period (the “Off-Hire Extension Period”). For the avoidance of doubt, in the event

that the Vessel is off-hire for any period between Charterer exercising the option set out above

and the expiry of the Initial Charter Period or the relevant Extension Period, as the case may be,

such period of off-hire may at Charterer‟s request also be added to the relevant period of the

Charter Period. Where the notice under Clause 6.2 has been issued by the Charterer prior to the

issuance of the notice under this Clause 6.3, the Charterer shall have the option to decide whether

the Off-Hire Extension Period shall occur prior to commencement of the Extension Period or

subsequent to the expiry of the Extension Period.

7. Trading Limits

7.1 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 the navigating limits of the International Navigating Conditions, as amended

from time to time. Notwithstanding the foregoing, Charterer may order the Vessel to any part of

the world outside such limits; provided that Owner consents thereto (such consent not to be

unreasonably withheld) and that Charterer pays for any reasonable insurance premium required

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

7.2 Charterer warrants that it shall not instruct the Vessel to trade to any area or country sanctioned

by the United Nations or the United States of America.

7.3 Charterer shall use due diligence to ensure that the Vessel shall be employed, loaded and

discharged, between and at safe ports, berths or docks or any other safe places where the Vessel


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can lie always safely afloat. Notwithstanding any provision of this Charter, Charterer does not

warrant the safety of any place (including any terminal, port, berth or dock) to which Charterer

orders the Vessel and shall be under no liability in respect thereof except any for loss or damage

caused by its personal failure to exercise due diligence.

7.4 Appendix VII contains a list of ports and terminals (a) with which the Owner confirms that the

Vessel is compatible on the basis of current configuration of, and the Applicable Laws (as of the

date of this Charter) applicable at, those ports and terminals (the “Primary Terminals”); and (b)

in relation to which Owner confirms that the Vessel has obtained all approvals required by any

governmental authority such that Vessel is able to proceed to, enter, berth, load and unload at

each of the Primary Terminals. Subject to Clause 47.2, the Owner undertakes and warrants that

the Vessel will be compatible (both in relation to compliance with Applicable Law and

compatibility physical requirements) with the Primary Terminals on Delivery and undertakes to

maintain such compatibility throughout the Charter Period.

7.5 If, at any time during the Charter Period, Charterer requires the Vessel to trade to an LNG loading

or discharge port or terminal other than a Primary Terminal, Charterer shall give Owner

reasonable advance notice of such change in trade to permit Owner to comply with the

requirements thereof (including any documentary requirements) and ensure compatibility of the

Vessel with such port or terminal. If the Vessel is unable to proceed to, enter, berth, load, or

discharge cargo at such other port or terminal without a modification to the Vessel, the

installation of new or additional equipment, the obtaining of new or additional certificates or

compliance with new of additional documentary requirements (each a “Terminal

Requirement”), Owner shall advise Charterer as soon as is reasonably practicable of the nature

and expected cost of the implementation of the Terminal Requirement. Owner shall, if requested

by Charterer, implement the Terminal Requirement so that the Vessel complies with the interface

requirements or regulations that are specific to such port or terminal and such modification or

works shall for the purpose of this Charter be treated as a Charterer Modification. Where

Charterer elects to implement the Terminal Requirement in respect of such other facility, such

terminal shall become a “Primary Terminal” for all purposes of this Charter from the completion

of the implementation of the relevant Terminal Requirement.

7.6 Owner agrees to provide to Charterer such information regarding the Vessel as may be necessary

to verify the compatibility of the Vessel with each terminal where Charterer may direct the

Vessel. Such information shall allow Charterer to evaluate:


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(a) the compliance of the Vessel with any laws and regulations applicable at such terminal;

and

(b) the compatibility of the Vessel with such terminal including with respect to gangways,

loading and unloading arms, communications systems, mooring lines and breasting

points, the Vessel‟s loading and unloading rate and physical dimensions.

7.7 Owner shall promptly perform any ship-shore compatibility studies requested by Charterer and

obtain the confirmation from the relevant authorities having jurisdiction over the relevant

terminal that the Vessel is compatible and acceptable. All costs and expenses relating to such

ship-shore compatibility studies (including, routine communications, travel, submission of

documentation, mooring studies) shall when relating to Primary Terminals be paid for by Owner

and in all other circumstances by Charterer.

7.8 Charterer shall have the option of re-measuring the Vessel up or down as the case may be for the

purpose of satisfying certain port/terminal regulations, all cost and time to be for Charterer‟s

account.

8. Delivery/Redelivery

8.1 Provided Charterer has accepted the Vessel pursuant to Clause 2 and the Vessel is in all respects

in the same condition as it was when such acceptance took place, Owner shall deliver the Vessel

to Charterer at the Shipyard, provided that the Vessel shall, at the Owner‟s expense, be delivered

with sufficient fuel for the Vessel to travel to the location where the Vessel avails cooling down

services and to the loading port as notified by the Charterer to the Owner. Provided that:


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(i) though the Delivery of the Vessel shall be undertaken at the Shipyard, the Vessel shall, at

the option of the Charterer, deemed to be placed off-hire from the Delivery of the Vessel

until the Vessel arrives at the pilot boarding station of the first loading port for

commencement of loading operation under this Charter;

(ii) the Charterer shall not be liable to pay any Hire Charges or other fees or expenses to the

Owner during the period that the Vessel is off-hire pursuant to this Clause 8.1.

8.2 [The scheduled day for the delivery of the Vessel under this Charter (the “Scheduled Delivery

Date”) shall be a date within the period from [insert] and [insert]1 (the “First Delivery

Window”) and further determined as follows:

(i) No later than twenty (20) months from the execution of this Charter, Charterer shall

notify Owner in writing of a one hundred and twenty (120) day window (the “Second

Delivery Window”) falling within the First Delivery Window for the Scheduled Delivery

Date; provided that if Charterer fails to give Owner timely notice of the same, then the

Second Delivery Window shall be the latest possible one hundred and twenty (120) day

window period within the First Delivery Window;

(ii) No later than 7 (seven) months following the date of notice described in (i) above,

Charterer shall notify Owner in writing of a ninety (90) day window (the “Third

Delivery Window”) falling within the Second Delivery Window for the Scheduled

Delivery Date; provided that if Charterer fails to give Owner timely notice of the same,

then the Third Delivery Window shall be the latest possible ninety (90) day window

period within the Second Delivery Window;


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(iii) No later than 30 (thirty) days in advance of the required delivery date, Charterer shall

notify Owner in writing of the day within the Third Delivery Window that will be the

Scheduled Delivery Date, provided that if Charterer fails to give timely notice of the

same, then the Scheduled Delivery Date shall be the latest possible day in the Third

Delivery Window.

(iv) The Charterer shall be entitled, by issuing a notice in writing to the Owner (such notice

being the “Delay Notice”) to alter the First Delivery Window to the period of [Insert] to

[insert]2.

In the event that the Delay Notice is issued:

(a) within twelve (12) months (after the execution of the Time Charter Party, the

Owner shall be entitled to compensation by Charterer of [USD 5,000] per day per

Vessel for the period between the date of expiry of the First Delivery Window up

to the actual date of delivery of the Vessel as requested by the Charterer;

(b) later than twelve (12) months after the execution of the Time Charter Party, the

Owner shall be entitled to compensation by Charterer of [USD 20,000] per day

per Vessel for the period between the date of expiry of the First Delivery

Window up to the actual date of delivery of the Vessel as requested by the

Charterer.

(v) Upon the issue of any such Delay Notice, all references to the First Delivery Window in

this Clause 8.2 shall read accordingly and to the extent require the Second and Third

1 Note: To be finalized basis Clause 3.3 of the ITT


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Delivery Windows shall be altered to reflect the revision to the First Delivery Window,

provided that pursuant to the Delay Notice, the Charterer may alter the mechanism for

determination of the Scheduled Delivery Date to the following:

(a) No later than one hundred and twenty (120) days prior to the commencement of

the First Delivery Window, Charterer shall notify Owner in writing of a ninety

(90) day window (the “Second Delivery Window”) falling within the First

Delivery Window for the Scheduled Delivery Date; provided that if Charterer

fails to give Owner timely notice of the same, then the Second Delivery Window

shall be the latest possible ninety (90) day window period within the First

Delivery Window;

(b) No later than 90 (ninety) days prior to the commencement of the Second

Delivery Window, Charterer shall notify Owner in writing of a sixty (60) day

window (the “Third Delivery Window”) falling within the Second Delivery

Window for the Scheduled Delivery Date; provided that if Charterer fails to give

Owner timely notice of the same, then the Third Delivery Window shall be the

latest possible sixty (60) day window period within the Second Delivery

Window;

(c) No later than 60 (sixty) days prior to the commencement of the Third Delivery

Window, Charterer shall notify Owner in writing of a thirty (30) day window (the

“Fourth Delivery Window”) falling within the Third Delivery Window. Prior to

the commencement of the Fourth Delivery Window, Charterer shall notify

2 Note: To be finalized to a six month period basis the final lot. See Clause 3.3 of the ITT


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Owner in writing of the day within the Fourth Delivery Window that will be the

Scheduled Delivery Date, provided that if Charterer fails to give timely notice of

the same, then the Scheduled Delivery Date shall be the latest possible day in the

Fourth Delivery Window.

[Note: With respect to Vessels to be built at an Indian Shipyard, the following mechanism in in

the below set Clause shall apply as Clause 8.2 (and the foregoing provisions of Clause 8.2, shall

stand deleted.]

The scheduled day for the delivery of the Vessel under this Charter (the “Scheduled Delivery

Date”) shall be a date falling no later than the date falling on the sixth anniversary of the Award

Notification Date and further determined as follows:

(i) The first delivery window shall be the latest possible three hundred and sixty five (365)

day window period prior to the sixth anniversary of the Award Notification Date (the

“First Delivery Window”); Provided that where the Owner proposes a First Delivery

Window that is to commence prior to the fifth anniversary of the Award Notification

Date, then no later than (a) atleast eighteen (18) months prior to the first date of the

proposed delivery window, or (b) the expiry of thirty (30) months from the execution of

this Charter (whichever is earlier), Owner shall notify the Charterer in writing of the

proposed three hundred and sixty five (365) day window for the First Delivery Window,

and subject to the consent of the Charterer, such window shall constitute the First

Delivery Window. Provided further that in the event that the parties are unable to agree

on such proposed First Delivery Window, the then the First Delivery Window shall be

the latest possible three hundred and sixty five (365) day window period prior to the sixth

anniversary of the Award Notification Date;

(ii) No later than 18 (eighteen) months prior to the first date of the First Delivery Window in

(i) above, the Owner shall notify Charterer in writing of a one hundred and eighty (180)

day window (the “Second Delivery Window”) falling within the First Delivery Window

for the Scheduled Delivery Date; provided that if Owner fails to give Charterer timely

notice of the same, then the Second Delivery Window shall be the latest possible one

hundred and eighty (180) day window period within the First Delivery Window;

(iii) No later than 12 (twelve) months prior to the first date of the Second Delivery Window in

(ii) above, the Charterer shall notify Owner in writing of a ninety (90) day window (the

“Third Delivery Window”) falling within the Second Delivery Window for the


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Scheduled Delivery Date; provided that if Charterer fails to give Owner timely notice of

the same, then the Third Delivery Window shall be the latest possible ninety (90) day

window period within the Second Delivery Window;

(iii) No later than 30 (thirty) days in advance of the required delivery date, Owner shall notify

Charterer in writing of the day within the Third Delivery Window that will be the

Scheduled Delivery Date, provided that if Owner fails to give timely notice of the same,

then the Scheduled Delivery Date shall be the latest possible day in the Third Delivery

Window.]

8.3 Such Scheduled Delivery date shall be extended:

(a) in accordance with the Shipbuilding Contract by reason of:

(i) Shipyard Force Majeure;

(ii) changes to the Specifications requested by Charterer pursuant to the Tripartite

Agreement and any Statutory Modifications (jointly the “Specification

Changes”);

(iii) delay of any of the Trials by a period in excess of forty eight (48) hours caused

by unfavourable weather conditions; or

(b) with the consent of Charterer, for any other reason.

The Scheduled Delivery Date (as modified) shall for the purposes of this Charter be the

“Anticipated Delivery Date”.

8.4 Delays on account of such causes as are provided for above in Clause 8.38.1 shall be understood

to be the only permissible delays and are to be distinguished from any other delays, which shall

be unauthorised delays for which no revisions of the Scheduled Delivery Date shall be permitted.

8.5 In the event that Owner believes that the Vessel will be completed and ready for Delivery on a

date earlier than the Anticipated Delivery Date, then Owner may notify Charterer of the revised

date on which the Vessel will be ready for Delivery. Charterer shall have the option but not the

obligation to consent to Delivery on such earlier date.

8.6 Delivery shall be evidenced by execution of the Protocol of Delivery and Acceptance in the form

set out in Appendix VI(A) by Charterer and Owner. Delivery and Acceptance of the Vessel by


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Charterer shall not be construed as a waiver or discharge of any of the representations, warranties

or undertakings made by Owner in this Charter with respect to the Vessel or otherwise.

8.7 In the event that the Delivery of the Vessel is delayed beyond the Anticipated Delivery Date,

Owner shall pay to Charterer as pre-determined compensation for delayed delivery (and not as a

penalty) the amount of United States Dollars one hundred and fifty thousand (US$ 150,000) for

each day (or part thereof) of delay. Any compensation payable pursuant to this Clause 8 shall be

paid by Owner to Charterer in a single payment at the time of Delivery. Owner and Charterer

hereby agree that the compensation payable pursuant to this Clause 8.7 is a reasonable and

genuine pre-estimate of the damages that Charterer would suffer as a result of Owner‟s failure to

deliver the Vessel on the Anticipated Delivery Date.

8.8 The Parties agree that the Owner may, in lieu of payment of the compensation for delayed

delivery pursuant to Clause 8.7 offer to provide the Charterer with an alternate vessel, capable of

operating between the Primary Terminals (the “Alternate Vessel”). The Charterer shall, at its

sole option, be entitled to either accept the Alternate Vessel offered by the Owner or call upon the

Owner to pay compensation for delayed delivery pursuant to Clause 8.7. In the event that the

Charterer accepts the Alternate Vessel, the Parties shall enter into an appropriate charterparty

contract in respect of such Alternate Vessel. In such scenario, the Owner shall be liable to

compensate the Charterer for any incremental costs to the Charterer associated with the use of the

Alternate Vessel as compared to the Vessel.

8.9 Charterer may terminate this Charter by giving notice thereof to Owner if:

(a) Delivery is delayed, or is reasonably likely to be delayed, for more than one hundred and

fifty (150) days after the Scheduled Delivery Date as a result of Shipyard Force Majeure;

and/or

(b) Delivery is delayed for more than one hundred and eighty (180) days after the

Anticipated Delivery Date; and/or

(c) Delivery is delayed for more than two hundred and forty (240) days after the Scheduled

Delivery Date for any reasons except those set out in Clauses 8.3(a)(ii) and (iii) (a);

and/or

(d) Builder terminates the Shipbuilding Contract as a result of Owner‟s default.

8.10 If the circumstances that give Charterer the right to cancel this Charter under Clause 8.9 arise,

Owner may at any time after Charterer‟s right to cancel under Clause 8.9 has arisen, notify


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Charterer (an “Election Notice”) of the earliest date on which Owner can deliver the Vessel in

accordance with the Shipbuilding Contract and this Charter (the “Revised Delivery Date”)

requesting Charterer either to (i) elect to cancel this Charter or (ii) consent to the delivery of the

Vessel on or before the Revised Delivery Date. Within ten (10) days after receiving an Election

Notice, Charterer shall advise Owner of Charterer‟s decision. If Charterer elects to continue this

Charter, the Revised Delivery Date shall become the Anticipated Delivery Date; provided that

(a) Charterer shall remain entitled to all compensation for delayed delivery which have

accrued up to the date of Charterer‟s election and which would (but for Charterer‟s

election to consent to the Revised Delivery Date) have been payable by Owner

hereunder;

(b) Compensation for delayed delivery shall continue to accrue in accordance with Clause

8.7 until Delivery; and

(c) If Delivery is again delayed beyond the Revised Delivery Date, Charterer shall again

have the same right to cancel this Charter.

8.11 In the event that Charterer terminates this Charter, Charterer shall, for the avoidance of doubt, be

entitled to any compensation for delayed delivery accrued to the date of such termination.

9. Redelivery

9.1 The Vessel shall be redelivered to Owner on completion of her final laden voyage on dropping

outbound pilot at the last discharge port nominated by Charterer. Charterer shall give Owner at

least ninety (90), sixty (60), thirty (30) and fifteen (15) days prior notice of the intended place and

the estimated date of redelivery. Redelivery of the Vessel by Charterer to Owner shall be

evidenced by the execution of the Protocol of Redelivery in the form set out in Appendix VI (B)

by Charterer and Owner.

9.2 If at the time this Charter would otherwise terminate in accordance with Clause 6, the Vessel is

on a laden voyage, Charterer shall continue to have the use of the Vessel at the same rate and

conditions as stated in this Charter for as long as necessary to complete such laden voyage and

discharge the Vessel.

10. Owner to Provide

10.1 Owner undertakes to provide and to pay for all provisions, wages, subsistence, overtime, bonuses,

leave pay, consular, shipping and discharging fees and all other expenses of the Master, officers


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and crew and, except as provided in Clauses 7.1, 40.3(a) and 42 hereof, for all requirements, costs

or expenses relating to the Vessel to enable the Vessel to comply with the requirements of this

Charter, which without prejudice to the generality of the foregoing shall include:

(a) All insurance in connection with the Vessel as set forth in Appendix III;

(b) All deck, galley, cabin and engine room stores, facilities for loading stores, necessary

spare parts and fresh water;

(c) All dry-docking, overhaul, maintenance and repairs to the Vessel, cleaning and painting

of the Vessel‟s hull and all expenses associated therewith;

(d) All certificates (including radio licenses) as required from time to time under this Charter

and for the Vessel‟s actual trading within limits permitted under this Charter;

(e) Inert gas or nitrogen for the inerting of the cargo spaces using the inert gas plant and

nitrogen generator provided that any fuel for generation of such inert gas shall be for

account of Charterer;

(f) All fees payable to the Classification Society and other authorities or organisations

performing inspections required so that the Vessel shall meet the undertakings contained

in this Charter;

(g) All communication charges;

(h) All fumigation expenses and Ship Sanitation Control Exemption Certificates;

(i) All lube oils for the Vessel's machinery and equipment;

(j) All certificates of financial responsibility and letters of undertaking which are required

from the P&I Club;

(k) All excess berth charges imposed at any port by reason of delay in the loading or

discharging of the Vessel caused by the Vessel, her Master, officers or crew; and

(l) All other items to be provided by Owner as elsewhere provided in this Charter or

otherwise required for the performance by Owner of its obligations under this Charter;

(m) All taxes, duties, imposts or charges arising in connection with any of the foregoing.

10.2 Owner's obligations under this Clause 10.1 extend to all liabilities for taxes, customs or import

duties arising at any time during the performance of this Charter in relation to the personal effects


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of the Master, officers and crew. Owner shall refund to Charterer any sums Charterer may have

paid or been compelled to pay in respect of any such liability. Any amounts allowable in general

average for wages and provisions and stores shall be credited to Charterer insofar as such

amounts are in respect of a period when the Vessel is on hire.

11. Charterer to Provide

11.1 On and from the Commencement of Charter, the Charterer shall provide and pay for all:

(a) fuels, including natural Boil-Off (subject to Clause 54) and forced vaporised Boil-Off

generated in accordance with Charterer‟s instructions;

(b) towage, compulsory pilotage and pilotage as recommended by the IMO and which the

Master is recommended to observe pursuant to Clause 17.3;

(c) agency fees and commissions for Charterer‟s purposes;

(d) port charges, tugs, other expenses of loading and unloading cargoes carried under this

Charter, including any port security costs (except those specifically for account of Owner

under this Charter);

(e) canal and channel dues; and

(f) all taxes, duties, imposts or charges arising in connection with any of the foregoing.

11.2 All charges for the items described in Clause 11.1 shall be for Owner‟s account when such items

are consumed, employed or incurred for Owner‟s purposes or while the Vessel is off-hire and

shall be valued at the last documented price paid for such items by Charterer, with the exception

of Boil-Off which shall be valued at the DES LNG Price plus US$ 0.25. In the event the actual

Boil-Off cannot be, or has not been, determined for such period or a portion thereof, the Boil-Off

rate per day shall be deemed to be equivalent to the maximum average daily Boil-Off provided

for in Clause 30.2 for that portion of the period for which the actual Boil-Off cannot be, or has

not been, determined.

11.3 The foregoing provision as to fuel shall not apply to any fuel used in connection with a general

average sacrifice or expenditure which shall in any event be paid for by Owner.

12. Rate of Hire

As full compensation for the performance by Owner of its obligations under this Charter, hire

shall accrue in accordance with Appendix II commencing on the Hire Accrual Date. Hire shall


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continue to accrue until the date and time when the Vessel is redelivered to Owner under the

terms of this Charter or as otherwise expressly provided in this Charter.

13. Payment of Hire

13.1 Charter Hire Invoices

(a) On or after the 1st day of a calendar month, Owners shall submit to Charterers, a monthly

hire invoice in accordance with Clause 12 in respect of the Hire for that calendar month

or where necessary part of that calendar month (the “Monthly Hire Invoice”). The

Monthly Hire Invoice shall be signed by an authorised representative of the Owner and

shall indicate:

(i) the date and the number of days for which Hire is payable;

(ii) the applicable Hire rate;

(iii) any applicable Additional Hire rates;

(iv) amount payable;

(v) deduction if any, allowed to Charterers under this Charter specifying the details

of such deductions; and

(vi) the details of bank account where the amount is to be remitted specified pursuant

to Clause 13.4 and shall be dated and signed by the Owners or his duly

authorised representative.

13.2 Other Invoices

Except in respect of Monthly Hire Invoices, in the event that any sums of money are due from

one party to other party then, the party to whom such sums of money are owed shall furnish to the

other party an invoice or debit note (“Debit Note”) together with calculations and relevant

supporting documents.

In addition, the Charterer shall, in the months of June and December of each Contract Year and in

addition in the last month of the final Contract Year, raise a Debit Note in respect of all excess

fuel consumption, including all Excess Boil-off (the “Fuel Debit Note”), in the period between

the immediately preceding Fuel Debit Note and the then current Fuel Debit Note, and such Fuel

Debit Note shall be adjusted against the immediately succeeding Monthly Hire Invoice. The

Charterer may, at its option, increase the period between any two Fuel Debit Notes.


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13.3 Invoice Due Dates

(a) Each Monthly Hire Invoice shall become due and payable within ten days following its

receipt and each Debit Note shall become due and payable, on the fifteenth day following

its receipt (each a “Due Date”) by the Party to whom it is addressed.

(b) Notwithstanding the provisions of Clause 13.3(a) above, if any Monthly Hire Invoice or

Debit Note has a Due Date that is not a Banking Day, such Monthly Hire Invoice or

Debit Note shall become due and payable on the Banking Day immediately succeeding

such Due Date.

(c) In respect of any Monthly Hire Invoice or Debit Note which is due and payable in

accordance with this Clause, any amount which remains unpaid on the Due Date, shall

bear interest from and including the day following the Due Date up to and including the

day on which the payment is actually made, at an interest rate compounded annually, of

LIBOR on the Due Date plus two percent (2%) for amounts outstanding in US dollars.

13.4 Payment

(a) Subject to the Charterer‟s right to place the Vessel off-hire (in whole or in part) in

accordance with the Agreement and consequently reduce the Hire, the Charterer shall pay

or cause to be paid, on the Due Date all amounts that become due and payable by

Charterers pursuant to Monthly Hire Invoice or Debit Note issued hereunder in

immediate available funds to such account with such bank and in such location as shall

have been designated by Owners. Owners shall notify Charterers of such designated

account at least ninety (90) days prior to issue of first Monthly Hire Invoice and in case

of any change in the account by a written notice served not less than sixty (60) days prior

to the effective date of such change.

(b) The Owner shall pay or cause to be paid, on the Due Date all amounts that become due

and payable by the Owner pursuant to a Debit Note issued hereunder in immediate

available funds to such account with such bank and in such location as shall have been

designated by the Charterer. The Charterer shall notify Owners of such designated

account in the said Debit Note. The cost of bank charges if any, for making remittances to

Owner shall be borne by Charterer. Any other bank charges with respect to remittances or

payments shall be borne by Owners.


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(c) Where payment is due by one party to the other under this Charter then, provided the

party making payment issues prompt, accurate and complete payment instructions to its

bank or agent, any delay or failure on the part of the receiving party‟s bank to credit the

proceeds to the receiving party shall not constitute a delay or failure on part of the party

making such payments.

13.5 Disputed Invoices

If a Party disagrees with any Monthly Hire Invoice and /or Debit Note in full or part thereof, it

shall nevertheless make provisional payment of full amount of such invoice (subject to

adjustment for outstanding undisputed Debit Notes / Monthly Hire Invoices and subject further to

the Charterer‟s right to place the Vessel off-hire (in whole or in part) in accordance with the

Agreement and consequently reduce the Hire) and shall immediately notify the other party (the

“Issuing Party”) of the reasons of such disagreement, except that in case of manifest error in

computation the party receiving the Monthly Hire Invoice or Debit Note shall pay the correct

amount after advising the Issuing Party of the error. A Monthly Hire Invoice or Debit Note may

be contested by the party that received it, or modified by the party that sent it, by written notice

delivered to the other party within a period of three hundred and sixty five (365) days after such

receipt or sending, as the case may be. Promptly after resolution of any dispute as to a Monthly

Hire Invoice or Debit Note, the amount agreed to be due shall be paid by Owners or Charterers

(as the case may be) to the other party, together with interest thereon at the rate provided in

Clause 13.3(c) above, from the date of payment to the date of repayment of the due amount. In

default of agreement the matter shall be referred to arbitration in accordance with Clause 68.

13.6 If Charterers commit a breach of their obligation to pay Hire properly due pursuant to this Charter

(for the avoidance of doubt an amount modified pursuant to Clause 13.5 above in respect of

outstanding Debit Notes / Monthly Hire Invoices or manifest or computational error shall not be

considered properly due pending the resolution of any dispute in relation to such modification),

Owners shall promptly notify Charterers of such default. If Charterers fail to pay the amount due

plus interest under Clause 13.3(c) above, on or before the fifteenth day following receipt of such

notice to pay, Owners may withdraw the Vessel from the service of Charterers without prejudice

to any other rights Owners may have under this Charter.

13.7 Without prejudice to any other provision in this Charter, if requested by Owners to do so,

Charterers agree to acknowledge receipt of any notice of assignment of Hire made by Owners

during the Charter Period.


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13.8 All payments under this Charter from the Charterer to the Owner or vice versa shall be in US

Dollars.

14. Taxes

14.1 Charterer shall pay the full amount of hire and other moneys due under this 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 under this Charter any

Taxes, then (i) Charterer shall make the necessary 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.

14.2 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 Charter, or (ii) Charterer is a tax resident, then the amount of hire and other monies

payable under this 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 (i) and (ii) above, shall be the

amount that would have been received but for such deduction, withholding or payment.

Provided that in the event pursuant to the terms of this Charter, the country of incorporation of the

Owner is changed to India, the payment of hire and other amounts payable by Charterer to Owner

shall be subject to deductions of applicable Taxes for which the onus of deduction at source under

applicable Law is on Charterer. Charterer shall make payments of such amounts deducted at

source directly to the relevant authorities and provide Owner with the corresponding certificates

of payments in such form and within such period of time as prescribed by applicable Law, and no

Additional Amount shall be payable in respect of such deductions.

14.3 Notwithstanding Clause 14.1, hire and other moneys due under this Charter shall not be increased

by any Additional Amount with respect to any Taxes:

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

residence or domicile after the date of this Charter (unless such change was specifically

requested in writing by Charterer);


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(b) which are the responsibility of Owner pursuant to Clause 10.1(n) or 11.2;

(c) 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;

(d) caused by or resulting from a change in, or reorganisation or expansion of, the business

activities of Owner or any of its Affiliates;

(e) with respect to net income, profits, gains or overall gross revenues or receipts of Owner;

or

(f) caused by or resulting from any failure of Owner to comply with any applicable

certification, documentation, reporting, filing, registration or similar requirement or

otherwise by the negligence of Owner.

(g) caused or resulting on account of any difference between the information furnished by

the Successful Bidder as a part of its bid, and as actually applicable to the Owner.

Further, the Owner shall indemnify and hold harmless the Charterer, from all loss,

damage and/ or liability, including any increased tax exposure, arising out of, and/ or on

account of any such difference.

14.4 If Charterer is required to pay any Additional Amount to Owner pursuant to this Clause 14 and

Owner (or any of its Affiliates) receives, directly or indirectly, a reimbursement (whether by

refund, payment, credit, offset or otherwise) in connection with any of the Taxes with respect to

which such Additional Amount was 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 of the Charter or expiry of

the Charter Period, 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.

14.5 Owner shall 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


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Charterer under this Charter, including any Additional Amount (provided that this does not

increase or create any additional Tax liability on Owner). In case Owner is eligible to claim

benefit of tax treaty (including any double taxation avoidance treaties), the Owner shall obtain a

tax residency certificate from the tax authorities in its country of incorporation , in the format

prescribed by the Indian revenue authorities and furnish it to Charterer as a pre-condition for the

release of sums properly payable to Owner in accordance with this Charter.

14.6 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 any

Additional Amount 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 thereof.

14.7 Notwithstanding Clause 14, if the Charterer is obliged to deduct any withholding taxes from any

payment due to the Owner because of any act done by the Owner or that is the responsibility of

the Owner (whether in relation to the Owner‟s business generally or the Vessel) then Charterer

shall not be required to gross up the payments in question but shall pay only the net amount to the

Owner.

15. Space Available to Charterer

The whole reach, burthen and decks of the Vessel (but not more than she can reasonably stow and

safely carry) and any passenger accommodation (including Owner‟s suite) shall be at Charterer‟s

disposal, reserving only proper and sufficient space for the Vessel's Master, officers, crew, tackle,

apparel, furniture, provisions and stores, provided that the weight of stores on board shall not,

unless specially agreed, exceed three hundred (300) tonnes at any time during the Charter Period.

16. Cargo Capacity of the Vessel

16.1 The Vessel shall be capable of safely undertaking any voyage upon which she may be directed by

Charterer under this Charter with her cargo tanks loaded within the limits permitted by the

designer of the cargo containment system and the Classification Society. However, Charterer

shall not cause the Vessel to be nominated for the loading of cargo outside the limits specified by

the designer of the cargo containment system, the Classification Society or the laws or regulations

of the Flag State.


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16.2 Charterer and its agents at their cost shall have the right to attend measurements, take samples

and read and record indications from the cargo instrumentation during loading and discharging

operations. Any such attendance shall be made without undue interference with or hindrance to

the Vessel‟s safe and efficient loading and discharging or other operations and shall not affect

Owner‟s obligations in this Charter in respect of cargo.

17. Instructions, Safe Navigation, Logs and Communications

17.1 Charterer shall furnish to the Master from time to time all requisite instructions and sailing orders.

Both the Master and the Vessel's engineers shall timely keep full and correct logs in English of

the Vessel's voyages including, but not limited to, logs relating to engine, deck and cargo

operations. Such logs shall at all reasonable times within normal working hours be held available

to Charterer, and true copies or abstracts thereof, or such other forms or reports as Charterer may

require, shall be sent to Charterer from each port of call or at such other intervals as may

reasonably be required by Charterer.

17.2 Owner shall at all times have responsibility for proper storage of cargo and shall keep a strict

account of cargo loaded, boiled off and discharged.

17.3 Owner will procure that the Master observe the recommendations as to traffic separation and

routing as issued from time to time by the IMO and any Applicable Laws of the Flag State or the

country in which the effective management of the Vessel is exercised.

17.4 Charterer‟s lawful voyage related instructions (both standing general instructions and specific

voyage instructions) shall be incorporated in and shall form part of this Charter to the extent that

they do not conflict with the provisions of this Charter or increase Owner‟s obligations in respect

thereof, and shall not constitute an amendment to this Charter. Owner shall be responsible and

indemnify Charterer for any time, costs, delays or loss including but not limited to use of laytime,

demurrage (as specified in this Charter), deviation expenses, lightering costs and associated fees

and expenses, due to any failure whatsoever to comply fully with such instructions. Charterer

shall have the right to withhold hire to the extent necessary to indemnify Charterer for such

failure.

17.5 This Clause 17 shall have effect notwithstanding Owner‟s defences under the Hague Visby Rules,

save that any claim (whether brought by Charterer or any other person) arising out of any loss of

or damage to or in connection with cargo shall be dealt with in accordance with Clause 32.5(b) .


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17.6 Without prejudice to the provisions of this Clause 17, if a conflict arises between terminal orders

and Charterer‟s voyage instructions in connection with cargo operations, the Master shall

contact the Charterer immediately to contact to the Terminal and resolve any potential issues.

Terminal orders shall never supersede any Charterer‟s instructions and any conflict shall be

resolved prior to resumption of cargo operations. The Vessel shall not resume cargo operations

until Charterer has directed the Vessel to do so.

17.7 Owner shall instruct Master:

(a) to clarify by letter of protest and remarks on the time sheet, countersigned by

receiver/terminal representatives when possible, wherever pumping time exceeds

warranted period; and

(b) to keep an hourly record (countersigned by receivers/terminal representatives when

possible) of the pumping flow rate and cargo tank pressure.

17.8 Should any delays be caused due to Owner‟s breach of any of the provisions of this Clause 17,

Charterer shall have the right to withhold hire to the extent necessary to indemnify Charterer for

any such breach.

18. Communication Equipment, Hardware and Software Systems

18.1 Owner shall install on board and maintain in good working order a satellite tracking device of a

type and supplier to be approved by Charterer. Voyage information, including Vessel‟s position,

speed, heading, shall be accessible at all times by Charterer during the Charter Period.

18.2 At all times during the Charter Period, the Vessel shall be equipped with:

(a) efficient satellite communication system, telefax, telex and e-mail machines, in each case

compatible with the standard systems used by service providers, authorities and other

persons with whom the Vessel needs to communicate in order for Owner to perform its

obligations under this Charter; and

(b) the most recent (as of Delivery) computer hardware and software systems, including

broadband internet access, wireless routers, printers, cabling, anti-virus protection and

memory back-up systems, in each case to be approved by Charterer, which are duly

licensed for use by Owner and the Vessel‟s crew, fully supported by the relevant

manufacturer(s) thereof and shall be interfaced with the communication system allowing

automatic data transfer;


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which, in each case, Owner shall maintain in good working order and upgrade to reflect any

Applicable Law and International Standards throughout the Charter Period.

19. Bills of Lading

19.1 The Master (although appointed by Owner) shall be under the orders and direction of Charterer as

regards employment of the Vessel, agency and other arrangements, and shall sign bills of lading

as Charterer or its agents may direct (subject always to Clauses 41.1 and 58.1) without prejudice

to this Charter. Charterer hereby indemnifies Owner against all consequences or liabilities that

may arise:

(a) from signing bills of lading in accordance with the directions of Charterer, or its agents,

to the extent that the terms of such bills of lading fail to conform to the requirements of

this Charter, or (except as provided in Clause 19.2) from the Master otherwise complying

with Charterer‟s or its agents orders: and

(b) from any irregularities in papers supplied by Charterer or its agents.

19.2 Notwithstanding the foregoing, Owner shall not be obliged to comply with any orders from

Charterer to discharge all or part of the cargo:

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

(b) without presentation of an original bill of lading; or

unless it has received from Charterer both written confirmation of such orders and confirmation

of an indemnity in the form set out in Appendix V which shall be limited to two hundred percent

(200%) of the cost, insurance and freight (CIF) value of such cargo.

20. Conduct of Vessel’s Personnel

If Charterer complains of the conduct of the Master or any of the officers or crew, Owner shall

immediately investigate the complaint and shall make the findings of such investigation available

to Charterer as soon as possible. Where Charterer‟s complaint is well founded and Charterer so

requires, Owner shall, as soon as is reasonably practicable, make a change in the appointments.

21. Bunkers and LNG, Grade of Bunkers

21.1 The Owner shall ensure that the Vessel is delivered with the quantities of marine diesel oil and

heavy fuel oil required to travel to the cool down terminal and the first loading port advised by


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Charterer and with such additional quantities of marine diesel oil and heavy fuel oil as advised by

the Charterer, not less than ten (10) days prior to the Anticipated Delivery Date.

21.2 Charterer shall accept and pay for all marine diesel oil, heavy fuel oil, marine gas oil and/or LNG

(if any) remaining on board the Vessel at the Commencement of Charter, at the last documented

price paid by Owner. At the Commencement of Charter, the Vessel shall be with her cargo tanks

duly inerted. Owner shall on redelivery accept and pay for (a) all marine diesel oil, heavy fuel oil,

marine gas oil at the same price actually paid by the Charterer for the remaining bunker on board,

which price shall be determined on a first -in first -out basis and (b) any LNG then remaining on

board at the last FOB price invoiced by Charterer for the last cargo discharged prior to redelivery.

Charterer shall redeliver the Vessel with sufficient bunkers to enable it to reach the next available

safe bunkering port. Charterer shall use its reasonable efforts to minimise the amount of any LNG

remaining on board at redelivery.

21.3 Charterer shall supply heavy fuel oil as per ISO 8217:2010 RMG380 (or any equivalent future

specification), marine diesel oil as per ISO 8217:2010 DMA or DMZ (or any equivalent future

specification), and marine gas oil as per ISO 8217:2010 DMX (or any equivalent future

specification). Without limiting Charterer‟s responsibility in respect of fuel specifications as set

out in this Clause 21.4, throughout the Charter Period, Owner shall give Charterer the use and

benefit of any fuel contracts it may have in force from time to time, if so requested by Charterer.

21.4 Owner, at each bunkering of the Vessel, shall arrange for and retain properly sealed and identified

samples of each grade of fuel received and shall hold same subject to Charterer's instructions.

21.5 Should Charterer trade the Vessel into an emissions control area (“ECA”), as defined in Annex

VI to MARPOL or any other emission control or air quality legislation in force, which requires

the consumption of low sulphur or special grade bunker fuels, Charterer shall supply low sulphur

fuel oil or special grade bunker oil of a quality which will satisfy the requirements of the relevant

ECA, sufficient for the Vessel‟s needs while in the ECA. Owner warrants that the Vessel is

equipped with segregated storage facilities for such different fuels.

22. Pilots and Tugs

Owner hereby indemnifies Charterer, its servants and agents against all losses, claims,

responsibilities and liabilities arising in any way whatsoever from the employment of pilots or

tugboats, who although employed by Charterer shall be deemed to be the servants of and in the

service of Owner and under its instructions and responsibility (even if such pilots or tugboat are


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in fact the servants of Charterer, its agents or any affiliated company); provided that the foregoing

indemnity shall not exceed the amount to which Owner would have been entitled to limit its

liability if it had itself employed such pilots or tugboats.

23. Supernumeraries

Charterer may send up to two (2) representatives in the Vessel's available accommodation, Owner

providing two (2) designated Charterer‟s cabins, provisions and all requisites as supplied to

officers. Each such representative shall sign a letter of indemnity in a form reasonably acceptable

to Owner‟s P&I Club prior to boarding the Vessel. The Charterer shall not be required to make

any additional payments in respect of any such representatives other than any insurance related

costs, which shall be reimbursed at actuals.

24. Assignment and Sub-letting

24.1 Provided that Charterer remains responsible for the continued performance of its obligations

under this Charter, Charterer may sub-charter the Vessel. Charterer will advise Owner forthwith

of any such proposed sub-charterer.

24.2 Charterer shall be entitled to assign or otherwise grant security over its right, title and interest in,

under or derived from this Charter as security for the purpose of obtaining financing to which

assignment Owner hereby consents.

24.3 Save as aforesaid Charterer shall not be entitled to assign or novate its rights and obligations

under this Charter.

24.4 Owner‟s rights and obligations under this Charter or its rights, title and interest in the Vessel are

not transferable by sale, assignment, novation or other disposition without the prior written

consent of Charterer other than by way of security for the financing or the refinancing of the

acquisition of the Vessel and in compliance with the terms of Clause 60.

25. Off-hire

25.1 On each and every occasion that the Vessel is unable to perform the service intended under this

Charter, or there is an interruption in the Vessel‟s service, or a reduction in the Vessel‟s

performance, or a loss of time:

(a) due to deficiency or default of personnel (whether numerical or otherwise) or stores;

repairs; gas freeing for repairs; time in and waiting to enter dry dock for repairs;

breakdown (whether partial or total) of machinery, boilers or any other parts of the


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Vessel or her equipment (including without limitation ballast tank coatings, her insulation

and cargo containment system); overhaul, maintenance or survey; fire, collision,

stranding, accident or damage to the Vessel; or any other cause whatsoever preventing

the efficient performance of the service required; and

(i) if resulting from a continuous inability, such interruption, reduction or loss of

time, continues for more than one (1) hour during any period while the Vessel is

in port or three (3) hours while the Vessel is not in port; or

(ii) if resulting from an intermittent inability, such interruption, reduction or loss of

time cumulates to more than three (3) hours in any laden or ballast voyage;

(b) due to the incremental time taken in travel from the port of discharge to the dry-dock and

the dry-dock to the loading port as compared to the nominal time in travel from the port

of discharge to the port of loading, such nominal time to be determined as the average of

the last 5 (five) voyages (which voyages included no time off-hire) by such Vessel from

the port of discharge to the port of loading;

(c) for any period by which the time from Delivery of the Vessel to the time the Vessel gives

notice of arrival at the pilot station offshore Sabine Pass or Cove Point, exceeds [twenty

five (25) days];

(d) due to inspection, cleaning (except where such cleaning is for Charterer‟s account

pursuant to the terms of this Charter) and painting of the Vessel‟s underwater area,

whether in dry-dock or afloat;

(e) due to time taken for activities conducted during scheduled dry docking or in any

unscheduled dry-docking;

(f) on account of preventive maintenance activities of the Vessel (as contemplated in the

Clause 27.9 hereof), beyond 48 (forty eight) hours in any Performance Period;

(g) due to industrial action, refusal to sail, breach of orders or neglect of duty, inability or

unwillingness to do work on the part of the Master, officers or crew;

(h) for the purpose of obtaining medical advice or treatment for or landing any sick or

injured person (other than a Charterer‟s representative) or for the purpose of landing the

body of any person (other than a Charterer‟s representative) and such inability,

interruption, reduction or loss of time exceeds twelve (12) hours;


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(i) due to any delay in quarantine arising from the Master, officers or crew having had

communication with the shore at any infected area without the consent or instructions of

Charterer, or due to any detention by customs or other authorities caused by smuggling or

other infraction of local law on the part of the Master, officers, or crew;

(j) due to detention or boycotting of the Vessel by authorities at home or abroad attributable

to legal action against, or breach of regulations by the Vessel or Owner (unless brought

about by the act, omission or default of Charterer);

(k) due to breach of orders or neglect of duty by or, or labour disputes or strikes by or refusal

to sail on the part of the Master, officers or crew;

(l) any arrest or detention of the Vessel, for any reason not attributable to any act or default

of Charterer;

(m) due to strikes, labour stoppages or other difficulties arising from or in connection with the

Vessel‟s flag, ownership, management, crew, or terms of employment of crew of the

Vessel (any other vessel owned managed or operated by Owner or, as the case may be

Manager;

(n) due to the Vessel proceeding to or from and while at any port or anchorage other than

that to which the Vessel is bound under the instructions of Charterer for any reason other

than stress of weather;

(o) due to the Vessel‟s inability to trade because of lack of insurance cover or due to

Charterer‟s requirement (which it shall be free to impose) that the Vessel does not trade if

and for so long as P&I Insurance is not maintained on the Vessel in each case

substantially in accordance with Appendix III;

(p) due to any failure to have on board any documents or certificates required pursuant to this

Charter;

(q) due to the inability of the Vessel to proceed to or enter, load at, discharge at and leave

without delay any Primary Terminal resulting from a failure of the Vessel to comply with

any Applicable Laws, physical requirements and operational practices applicable at such

Primary Terminal or a failure to otherwise comply with the requirements of this Charter;

(r) due to the inability of the Vessel to proceed to or enter, and leave without delay any port

(for any reason other than loading or discharging cargo at a Primary Terminal) resulting


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from a failure of the Vessel to comply with the Applicable Laws, physical requirements

and operational practices applicable at such terminal, port or place or a failure to comply

with the requirements of this Charter;

(s) due to damage caused by the Vessel to any loading or discharging berths or any

equipment forming part thereof, such that loading or discharging of cargo by the Vessel

thereto or therefrom is prevented; or

(t) due to any other circumstances providing for the cessation of hire as are set out in this

Charter;

then, without prejudice to any other rights of Charterer hereunder or otherwise, the Vessel shall

be off-hire from the commencement of such inability to perform the intended service,

interruption in the Vessel‟s service or reduction in the Vessel‟s performance or loss of time until

she is again ready, capable and in an efficient state to resume her service from a position not less

favourable to Charterer than that at which such inability, interruption, reduction or loss of time

commenced, including without limitation return to the berth, queue position or place occupied by

the Vessel when she went off-hire; provided that any service given or distance made good by the

Vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from

hire. For the avoidance of doubt, in the event the Vessel misses a convoy to transit a canal or area,

the Vessel shall be off-hire during all additional waiting time, unless the reasons for missing the

convoy are beyond the control of the Owner or the Vessel.

25.2 If the Vessel fails to proceed at any guaranteed speed pursuant to Clause 30.1(a) and Appendix

XI, and such failure arises wholly or in part from any of the causes set out in Clause 25.1 above,

then the period for which the Vessel shall be off-hire under this Clause 25 shall be the difference

between:

(a) the time the Vessel would have required to perform the relevant service at such

guaranteed speed, and

(b) the time actually taken to perform such service (including any loss of time arising from

interruption in the performance of such service).

25.3 For the avoidance of doubt, except for the rights and remedies of the Charterer under Clauses 5.8,

if the Vessel is off-hire by reason of the circumstances referred to in this Clause 25.2, the

Charterer shall not be entitled to any additional remedy.


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25.4 Where the Owner anticipates that the Vessel may remain off-hire for a period exceeding thirty

(30) days, the Owner may, offer to provide the Charterer with a substitute vessel, capable of

operating between the Primary Terminals (the “Substitute Vessel”). The Charterer shall, at its

sole option, be entitled to either accept the Substitute Vessel offered by the Owner or treat the

Vessel as off-hire pursuant to this Clause 25. In the event that the Charterer accepts the Substitute

Vessel, the Parties shall enter into an appropriate charter party contract in respect of such

Substitute Vessel.

25.5 Further and without prejudice to the foregoing, in the event of the Vessel deviating (which

expression includes putting back, or putting into any port other than that to which she is bound

under the instructions of Charterer) for any cause or purpose mentioned in Clause 25.1, the

Vessel shall be off-hire from the commencement of such deviation until the time when she is

again ready, capable and in an efficient state to resume her service from a position not less

favourable to Charterer than that at which the deviation commenced including return to the berth,

queue position or place occupied by the Vessel when she went off-hire, provided that any service

given or distance made good by the Vessel whilst so off-hire shall be taken into account in

assessing the amount to be deducted from hire. If the Vessel puts into any port other than the port

to which she is bound on the instructions of Charterer, the port charges, pilotage and other

expenses at such port shall be borne by Owner. Should the Vessel be driven into any port or

anchorage by stress of weather, hire shall continue to be due and payable during any time lost

thereby.

25.6 Owner shall in no circumstances be entitled to trade the Vessel for its own account whilst the

Vessel is off-hire pursuant to any provisions under this Charter.

25.7 Owner undertakes that all maintenance and repairs shall be carried out as far as possible

concurrently with performance of the services provided for under this Charter, provided that the

approval of Charterer, which shall not be unreasonably withheld or delayed, has first been

obtained. Owner shall immediately inform Charterer of any delays to the Vessel as a result of

aforesaid maintenance and repair operations.

25.8 If the Vessel‟s flag state becomes engaged in hostilities, and Charterer, in consequence of such

hostilities, finds it impracticable to employ the Vessel on its then intended trade, and has given

Owner written notice thereof, then Owner shall be obliged to transfer the Vessel to another Flag

State thereby enabling Charterer to employ the Vessel on its intended trade. From the date of


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receipt by Owner of the Charterer‟s notice until the termination of such impracticability the

Vessel shall be off-hire.

25.9 Notwithstanding the foregoing provisions, if the actual cargo capacity is reduced below the Gross

Cargo Capacity for any reason, Charterer shall have the option of putting the Vessel off-hire or

using the Vessel, in which case hire shall be reduced pro-rata only for as long as the actual cargo

capacity is so reduced. In such circumstances, the amount of hire payable during such period

shall be calculated by multiplying the Hire Rate by the reduced cargo capacity available divided

by the Gross Cargo Capacity. Charterer shall permit Owner to remove the Vessel from service to

effect the necessary repairs as soon as is reasonably practicable and convenient to Charterer

taking into account the Vessel‟s loading and discharging schedule. For the avoidance of doubt,

the Vessel shall be off-hire for such repairs from the time she drops the last outbound sea-pilot at

the discharge port prior to proceeding to the place of repair until she next presents for loading in

accordance with Charterer‟s instructions, provided that Charterer shall credit Owner with the time

which would have been taken on passage to the next loading port at the Design Speed had the

Vessel not proceeded to dry-dock. All fuel consumed (including Boil-Off) shall be paid for by

Owner but Charterer shall credit Owner with the value of the fuel which would have been used on

such notional passage calculated at the guaranteed daily consumption (in ballast condition) for the

Design Speed.

26. Ship to Ship Transfers

26.1 Subject to the provisions of Clause 26.2, Owner shall allow a transhipment of cargo to or from

another ship, floating storage re-gasification unit, or loading from a floating production storage

and offloading unit to be carried out; provided that (a) a suitably documented formalised risk

assessment (identifying potential hazards, probability and consequences) has been carried out at

Charterer‟s expense; and (b) all risks identified in such risk assessment can be mitigated

adequately to the reasonable satisfaction of Charterer and Owner. Owner shall invite Charterer to

attend any meetings conducted in connection with such risk assessment and provide Charterer

with a copy the final risk assessment report.

26.2 Such cargo operation shall be carried out in accordance with the recommendations set out in the

latest publication of the International Chamber of Shipping, OCIMF “Ship-to-Ship Transfer

Guide (Liquefied Gases)” and the SIGTTO “Considerations for Planning a Ship-to-Ship Transfer

of LNG”, as amended from time to time, and in accordance with any other guidelines for ship to

ship transfers published by any other regulatory body. Owner shall allow personnel nominated by


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Charterer to attend any pre-operation risk assessment meeting and the transhipment operation

although (as between the Parties) such operation shall always be performed under the

responsibility of Owner.

26.3 The cost of any additional equipment, personnel, training, and insurance reasonably required for

such ship to ship transfer shall be for the account of Charterer.

27. Periodical Dry-docking; Time for Maintenance

Owner shall dry-dock the Vessel in accordance with the requirements of the Classification

Society and Applicable Law at regular intervals of approximately sixty (60) months (each a

“Scheduled Dry-docking”), or such other intervals as maybe agreed to by the Charterer. During

such dry-docking of the Vessel, Owner shall maintain, clean and paint the Vessel‟s underwater

area, effect scheduled maintenance and any necessary repairs in order to maintain the Vessel‟s

certification so that the Vessel is fitted in every way for service under this Charter. Provided

such request is in compliance with the requirements of the Classification Society and the Flag

State, Charterer may request the Owner to conduct underwater surveys of the Vessel and to

perform maintenance works or other necessary repairs to the Vessel in lieu of scheduled dry-

docking activities.

27.1 Parties shall provide each other with the following notices in relation to any Scheduled Dry-

docking:

(a) Owner shall inform Charterer at least eighteen (18) months of the anticipated schedule

for dry-docking of the Vessel, including the last date by which such Scheduled Dry-

docking must be completed for Owner to comply with the requirements of the

Classification Society and any Applicable Law;

(b) If a Scheduled Dry-docking is to take place, Charterer shall inform Owner at least nine

(9) months in advance of the commencement of the three (3) month window during

which the dry-docking and the maintenance works described in Clause 27.1 are to take

place (the “Dry-docking Window”).

27.2 Owner shall, at least three (3) months prior to the commencement of the Dry-docking Window,

provide to Charterer (for Charterer‟s review) a copy of the proposed dry-docking specification

describing the repairs and maintenance works that are to be carried out, the items of equipment

that shall be overhauled, any specific works that need to be carried on or to the Vessel and the

number of days then estimated to be required for each such activity.


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27.3 Owner and Charterer shall promptly after Charterer‟s notice in accordance with Clause 27.2

consult each other with a view to agreeing the location of the dry-docking facility and the period

during which the Scheduled Dry-docking shall be carried out taking into account:

(a) Charterer‟s requirements for transportation of LNG;

(b) the quality of the dry-docking facility (including in relation to its HSE performance);

(c) the deviation time to and from the dry-docking facility from the direct route between the

last discharge port and the next port of loading, which shall be minimised.

provided that if Owner and Charterer cannot agree on timing and place for such Scheduled Dry-

docking within three (3) months after Owner‟s notice in accordance with Clause 27.2, Charterer

shall have the right to select the dry-docking date and Owner shall have the right to select the dry-

docking facility.

27.4 For each dry-docking the Vessel shall be off-Hire for a period equal to the greater of the agreed

scheduled dry-docking time and the actual dry-docking time including cargo tank inerting and/or

gas-freeing. However, if the Vessel is available for service at a time when she would otherwise be

off-Hire under this Clause 27.5 and if Charterer can in its discretion (acting reasonably)

economically use the Vessel at such time, then Charterer shall accept the Vessel back into service

and the Vessel shall be on-Hire from the time she returns to Charterer's service.

27.5 The Vessel shall be off-hire from the time the Vessel drops the last outbound sea pilot at the last

discharge port prior to proceeding to the dry-docking facility until she next presents for loading in

accordance with Charterer‟s instructions, provided that Charterer shall credit Owner with the time

which would have been taken on passage to the next loading port at the Economical Speed of

such Vessel had the Vessel not proceeded to such facility. All fuel (including Boil-Off) consumed

shall be paid for by Owner but Charterer shall credit Owner with the value of the fuel which

would have been used on such notional passage calculated at the guaranteed daily consumption

for the Design Speed. For the purposes of this clause 27.5, „Economical Speed’ shall mean the

average speed of the Vessel in the last 5 (five) voyages (which voyages included no time off-hire)

by such Vessel from the port of discharge to the port of loading.

27.6 To the extent that the pre-docking procedures or, as the case may be, the post-docking procedures

in relation to any Scheduled Dry-docking can be carried out while the Vessel is proceeding on a

ballast voyage from the last discharge port to the approved dry-docking port (for pre-docking and

repair procedures) or from the approved selected dry-dock port to the first loading port (for post-


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docking and repair procedures) the time above shall be reduced taking into account the time

saved in carrying out such procedures during such ballast voyage. Owner shall use reasonable

endeavours to minimise the time that the Vessel is out of service for dry-docking, annual class

survey and maintenance.

27.7 Any natural gas vapour and/or LNG lost in gas freeing for the purpose of a Scheduled Dry-

docking shall be for Charterer‟s account provided that during the last discharging prior to such

Scheduled Dry-docking, Owner shall use all reasonable endeavours to pump out the maximum

amount of cargo.

27.8 If Owner considers that the Vessel must undergo an unscheduled dry-docking, Owner shall

consult with Charterer as far in advance thereof as possible and shall provide Charterer, for

Charterer‟s information, the details listed in Clause 27.3. Owner and Charterer shall follow the

consultation and approval process described in Clause 27.3 in relation to such unscheduled dry-

docking (other than the provision of a nine (9) month notice), provided that Charterer shall not

unreasonably withhold or delay its consent to any such proposed unscheduled dry-docking. The

Vessel shall be off-hire for any unscheduled dry-docking from the time she drops the last

outbound sea-pilot at the discharge port prior to proceeding to the dry-dock port until she next

presents for loading in accordance with Charterer‟s instructions, provided that Charterer shall

credit Owner with the time which would have been taken on passage from the last discharge port

to the next loading port at the Design Speed had the Vessel not proceeded to dry-dock. All fuel

consumed (including Boil-Off) shall be paid for by Owner but Charterer shall credit Owner with

the value of the fuel which would have been used on such notional passage calculated at the

guaranteed daily consumption (in ballast condition) for the Design Speed.

27.9 Preventative Maintenance

(a) Provided that Charterer has been previously notified and has agreed to the period in

advance, Charterer agrees to provide Owner with an allowance of forty eight (48) hours

in the aggregate during each Performance Period to conduct preventative maintenance.

(b) The following maintenance procedures shall be permitted during this window:

(i) maintenance of life saving and fire fighting equipment (to include routine

servicing of life rafts, testing of lifeboats and fixed fire fighting systems);

(ii) propeller polishing;

(iii) overhaul of main diesel generators;


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(iv) underwater surveys;

(v) inspection of power generators; and

(vi) hull scrubbing.

Owner shall give Charterer at least thirty (30) days prior notice of each period during which

Owner intends to conduct the preventative maintenance works described above (the “Preventive

Maintenance Periods”), together with the description of such works and the estimated duration

thereof. Upon completion of such works, Owner shall inform Charterer of the actual duration of

such preventative maintenance works. Notwithstanding any provision of Clauses 25 or 30, the

Vessel shall remain on hire for upto 48 (forty eight) hours in any Performance Period, and

Performance Warranties shall not be measured, during any Preventive Maintenance Periods. Any

unused portion of this allowance may not be carried forward to any succeeding Performance

Period or set-off against any period in which the Vessel would otherwise be off-hire in

accordance with this Charter.

28. Inspection Rights of Charterer and Third Parties

28.1 Charterer (and when requested by Charterer, any Oil & Gas Company, LNG Buyer, LNG Seller

or port or terminal operators) shall have the right at any time during the Charter Period (including

during any dry-docking) to make such inspection of the Vessel or any places where the depot

spares are located, as it may consider necessary. This right may be exercised as often and at such

intervals as Charterer in its absolute discretion may determine and whether the Vessel is in port,

dry-dock or on passage, Owner affording all necessary co-operation and accommodation on

board. For this purpose, Charterer shall give Owner reasonable notice of Charterer‟s, or any third

party‟s intention to inspect the Vessel or any places where the depot spares are located. Any

inspection may include, without limitation, so far as is practicable:

(a) Access to and examination of the Vessel's hull, cargo and ballast tanks, cargo room,

engine room, control room, navigation bridge, deck areas and any machinery, boilers or

equipment;

(b) Access to any place where depot spares are stored and examination of the depot spares;

(c) Access to and examination of the Vessel's deck and engine official log books, all on

board documentation and certification, all records of surveys by the Classification

Society, any governmental authority or the Flag State, the Vessel's operating procedures;


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(d) Access to and inspection of any work being carried out on or for the Vessel and/or any

materials being supplied to the Vessel as Charterer may consider necessary;

(e) the right to survey and take samples of all the Vessel‟s cargo, fuel tanks and ballast tanks

at loading, discharge terminals, and/or bunkering ports; and

(f) the right to attend any loading or unloading operations of the Vessel (including any

transhipment).

28.2 Any inspection carried out by Charterer under this Clause 28.2 shall be made without any undue

interference with or hindrance to the Vessel's safe and efficient operation and shall be without

prejudice to any other rights of inspection or investigation allowed to Charterer, or any third

parties, in accordance with the terms of this Charter.

28.3 The provisions of Clause 28.2 are subject to the proviso that:

(a) neither the exercise nor the non-exercise, nor anything done or not done in the exercise or

non-exercise, by Charterer of such right shall in any way reduce the Master's or Owner‟s

authority over, or responsibility to Charterer under this Charter or third parties for, the

Vessel and every aspect of her operation, nor increase Charterer‟s responsibilities to

Owner or third parties for the same; and

(b) Charterer shall not be liable for any act, omission or default by itself, its servants or

agents in the exercise or non-exercise of the aforesaid right.

28.4 Owner shall provide Charterer, as and when received, with a copy of the quarterly status issued

by the Classification Society. Charterer shall have the right, as often and at such intervals as

Charterer elects, on reasonable notice to Owner, to inspect and copy: (a) the Vessel‟s

classification and related records and Owner shall, upon request of Charterer, promptly arrange

with the Classification Society for such inspection(s) and copying and (b) trading certificates

required pursuant to this Charter.

29. SIRE and Vetting Inspections, Port Inspections

29.1 Owner shall ensure that the Vessel is as soon as reasonably practical after Delivery, and thereafter

throughout the Charter Period remains, acceptable for:

(a) sub-chartering to;


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(b) transportation of cargoes of LNG owned, sold or purchased (in each case, whether

directly or indirectly) by; or

(c) loading or discharging at terminals operated or owned (whether wholly or partially) by,

any company notified by Charterer (hereinafter referred to collectively as the “Oil & Gas

Companies”, or individually as an “Oil & Gas Company”) (each such acceptability to be

referred to in this Charter as a “Vetting Approval”).

29.2 For the purpose of obtaining such Vetting Approval, Owner shall undertake to arrange relevant

inspections (including SIRE Inspections) of the Vessel including audits of Owner or Manager to

take place by any of the Oil & Gas Companies.

29.3 In the event any Oil & Gas Company notifies Owner of:

(a) its refusal to conduct an inspection of the Vessel pursuant to Clause 29.1 (including a

SIRE Inspection) or the cancellation of any such scheduled inspection and such

inspection is a condition precedent for obtaining a Vetting Approval; or

(b) its unwillingness to consider Owner‟s request to obtain a Vetting Approval of the Vessel;

or

(c) the cancellation by the Oil & Gas Company of a scheduled SIRE Inspection,

then, Owner shall promptly advise Charterer thereof and from the time of such notice, until the

relevant Oil & Gas Company does perform the inspection (including the SIRE Inspection) or does

consider Owner‟s request to obtain the relevant Oil & Gas Company‟s Vetting Approval,

Owner‟s obligation to obtain a Vetting Approval from that Oil & Gas Company shall be

suspended.

29.4 Owner undertakes to inform Charterer promptly of:

(a) any request for inspection of the Vessel or any inspection or audit carried out by any third

party pursuant to Clause 28.2;

(b) the results of such inspections or audits (including any remarks made or deficiencies

detected during such inspections or audits) and provide copies of the inspection or audit

reports;

(c) the proposed remedial action to be undertaken in relation to any of the causes leading to

the failure to maintain any of the Vetting Approvals.


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(d) Owner shall prioritise the Vetting Approvals as follows: [INSERT NAME OF VETTING

APPROVALS TO BE OBTAINED], other Oil & Gas Companies. During the Charter

Period, Owner shall ensure that SIRE Inspections take place at regular intervals evenly

spread along the year in order to ensure that, at all times throughout the Charter Period,

the SIRE database holds a SIRE Report of less than six (6) months old for the Vessel.

29.5 Charterer shall have the right to place the Vessel off-hire from the date and time that the Vessel

fails to obtain, or as the case may be, maintain any of the Vetting Approvals or fails an inspection

by any authority (including any port or state authority), terminal, LNG Buyer or LNG Seller and

as a result Charterer is unable to employ the Vessel on its intended commercial operations, until

the date and time that the Vessel (i) shall again have obtained the relevant Vetting Approval or

passed a successful inspection or (ii) is employed by Charterer on alternative commercial

operations and in each case, is in a position no less favourable to Charterer than that at which she

went off-hire, including without limitation return to the berth, queue position or place occupied

by the Vessel when she went off-hire, provided that any service given or distance made good by

the Vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from

hire.

30. Performance Warranties and Adjustment of Performance Warranties

30.1 Performance Warranties

(a) Owner undertakes that the Vessel shall throughout the Charter Period be capable of

achieving and maintaining a speed in service (the “Design Speed”) of nineteen point five

(19.5) knots both in laden and in ballast condition, up to and including force five (5) on

the Beaufort wind scale.

(b) Fuel Consumption

(i) Owner undertakes that the fuel consumption of the Vessel shall not exceed the

quantities set out opposite the applicable speed in the table below.

Speed

(kts)

Guaranteed Fuel Consumption in Liquid Fuel Mode (in

equivalent to HFO at IFO 380), excluding MDO for pilot

fuel

Laden Ballast


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Max. average daily fuel

consumption (MT)


consumption (MT)

20.5

20.0

19.5

19.0

18.5

18.0

17.5

17.0

16.5

16.0

15.5

15.0

14.5

14.0

13.5

13.0

12.5

12.0

11.5

11.0

10.0

9.0


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8.0

7.0

6.0

At loading port

(including all gas

compressor

running at full

capacity)

At discharge port

(including all gas

compressor and

cargo pumps

running at full

capacity)

Awaiting at

anchorage

Drifting

Inerting all tanks

Gas freeing all

tanks

Speed

(kts)

Guaranteed Fuel Consumption of MDO (as pilot fuel)

Laden Ballast


consumption (MT)


consumption (MT)

20.5

20.0

19.5


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19.0

18.5

18.0

17.5

17.0

16.5

16.0

15.5

15.0

14.5

14.0

13.5

13.0

12.5

12.0

11.5

11.0

10.0

9.0

8.0

7.0

6.0

At loading port

(including all gas

compressor

running at full


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capacity)

At discharge port

(including all

cargo pumps and

gas compressor

running at full

capacity)

Awaiting at

anchorage

Drifting

Inerting all tanks

Gas freeing all

tanks

(ii) The fuel consumption set out above is for all purposes, including but not limited

to, main propulsion, machinery, domestic use and cargo auxiliaries.

For the purposes of this Clause 30, “fuel” refers to its three (3) components,

marine diesel oil, heavy fuel oil and fuel oil equivalent (FOE) of Boil-Off gas

(whether natural or forced), measured in metric tons. For determining the

Vessel‟s fuel consumption when using Boil-Off gas (whether natural or forced)

as fuel, the FOE of the total Boil-Off gas (whether natural or forced) consumed

during the voyage would be calculated in accordance with the belowset

formula.

(a) Fuel Oil Equivalent (FOE) of the LNG lost as Boil-Off which is

available as fuel during the voyage shall be assumed to be the quantity

of LNG, expressed in cubic meters (m3), determined by the difference

of volumes between closing & opening of Custody Transfer

Measurement System and pro-rated to the duration of the relevant

Voyage (from FAOP to EOP, as defined in Appendix XI).

(b) The consumption of LNG converted in FOE shall be calculated using the

following formula:


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FOE = (VLNG x d x LCVLNG) / LCVHFO

Where:

VLNG = Volume in cubic meters of LNG consumed during the Sea

passage calculated by:

V LNG = (VCTMS / TCTMS) x TSP

VCTMS = Difference of LNG Volume between close CTMS – open

CTMS either between Load Port & Discharge Port or vice versa

TCTMS = Difference of Time between close CTMS – open CTMS either

between Load Port & Discharge Port or vice versa

TSP = Duration of the Voyage (from FAOP to EOSP)

d = Density of LNG at Discharge Port

LCVLNG = Low Calorific Value of LNG calculated in MJ/kg based on

composition at Discharge port

LCVHFO= 40.59 MJ/kg

30.2 Boil-Off Consumption:

(a) Owner guarantees that the natural Boil-Off rates for the laden and ballast voyages for the

whole Vessel shall not exceed [INSERT GUARANTEED FIGURES FROM THE BID]

of the Vessel‟s Gross Cargo Capacity per day on fully laden sea passages (pro-rated by

the ratio of the tank capacity of all used cargo tanks to the Vessel‟s Gross Cargo

Capacity).

(b) In the event that the actual Boil-Off Rate of any Vessel, exceeds [INSERT

GUARANTEED FIGURES FROM THE BID] % of Vessel‟s Gross Cargo Capacity per

day (“Boil-Off Rate (guaranteed)”), pro-rated by the ratio of the tank capacity of all

used cargo tanks to the Vessel‟s Gross Cargo Capacity) (“Guaranteed Boil-Off Rate”),


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the Owner shall be liable to pay to the Charterer an amount calculated as the DES LNG

Price plus 0.25 USD / mmbtu of such volume of LNG lost in boil-off that exceeds the

boil-off consequent to the Guaranteed Boil-Off Rate (such incremental Boil-Off being the

“Excess Boil-off”), provided that, where the Charterer has authorised the Owner to

consume the so generated higher boil-off in the engine above the Guaranteed Boil-Off

Rate, the Owner shall not be liable to pay to the Charterer any amount in respect of the

specifically permitted increased gas consumption.

(c) For the purposes of the foregoing, the actual boil-off on a voyage shall be calculated by

subtracting the volume of LNG contained in the Vessel's tanks at gauging after the

voyage from the volume therein at gauging before the voyage.

(d) If the Vessel was off-hire during any sea passage the excess or saving shall be pro-rated

in the same proportion as the time on hire is to the total time between gaugings.

30.3 For each voyage, the guaranteed fuel consumption shall be calculated by multiplying the deemed

duration of the voyage at the speed ordered by Charterer by the maximum daily fuel consumption

at the speed ordered by Charterer as guaranteed pursuant to the relevant fuel consumption table

provided in clause 30.1 (b).

30.4 For each voyage the actual fuel used (or deemed to have been used) shall be calculated by adding

(i) all fuels (including natural Boil-Off and forced Boil-Off permitted to be used as fuel)

remaining on board on the Vessel at the commencement of the voyage and (ii) all fuels (including

natural Boil-Off and forced Boil-Off permitted to be used as fuel) loaded onto the Vessel during

the course of the voyage pursuant to any bunkering, and subtracting therefrom all fuels (including

natural Boil-Off and forced Boil-Off permitted to be used as fuel) remaining on board the Vessel

at the end of the voyage.

30.5 At the end of each completed voyage, the quantities of excess fuel used and the quantities of fuel

saved respectively shall be added up for that completed voyage, the first such calculation being

made after the delivery of first cargo and each subsequent calculation being made after the

completion of each subsequent voyages. The total fuel saved for all completed voyages in the

Reference Period shall then be subtracted from the total of excess fuel used for the all completed

voyages in the same Reference Period and if the balance is positive, Charterer shall deduct from

Hire an amount calculated by multiplying the net excess quantity of fuel consumed for all

voyages in that Reference Period by the last documented price paid by Charterer for fuel oil for

the Vessel over last completed voyage in the Reference Period in question or, if no Hire is due,


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Charterer shall submit a Debit Note to Owner in respect of any excess fuel used during the

completed voyages during the Reference Period in question, in accordance with Clause 13.2. If

the balance is zero or negative then Owner shall be deemed to have complied with its obligations

under this Clause 30 for such period. For the purpose of this Clause 30.5, a “Reference Period”

shall be understood as (i) the period between the Commencement of the Charter and the date of

the first Fuel Debit Note; and (ii) thereafter as the period between any two successive Fuel Debit

Notes.

Provided that where natural Boil-Off is utilised as fuel (and no forced Boil-Off or liquid fuels are

used), then shall be deemed to be no excess fuel consumption.

30.6 Notwithstanding clauses 4.2 (c) and 5.6, Owner guarantees that the Vessel shall, in relation to any

loading operation at:

(a) Sabine Pass LNG L.P (SPLNG) liquefaction facility meet the obligations in respect of

berth time and time for transferring cargo in accordance with the requirements set forth at

Appendix XIV hereto; and

(b) Dominion Cove Point LNG L.P liquefaction facility meet the obligations in respect of

berth time and time for transferring cargo in accordance with the requirements set forth at

Appendix XV hereto.

In the event that the Charterer is required to pay any excess berthing or other charges or damages

to either Sabine Pass LNG L.P (SPLNG) liquefaction facility or Dominion Cove Point LNG L.P

liquefaction facility on account of the Vessel failing to meet the obligations with respect to berth

time and time for transferring cargo as set forth in Appendices XV and XVI hereof, the Owner

shall fully indemnify, defend and hold harmless the Charterer against any such excess berthing or

other charges or damages.

30.7 The Owner confirms that a full cargo may be discharged within [twenty (20)] hours, excluding

the time for connecting and disconnecting, cooling down piping and unloading arms, starting up

main cargo pumps, testing of emergency shut-down systems, the build-up period for starting up,

slowing down for stripping at end of discharge, and custody transfer measurement, provided that

the importing terminal is capable of receiving LNG at a rate of at least [INSERT FIGURES]

cubic meters of LNG per hour with a back pressure at the flange connection between ship and

terminal not exceeding [INSERT FIGURES] mlc utilising a minimum of [INSERT FIGURES]

liquid loading arms, with LNG of specific gravity of [INSERT FIGURES]. The terminal must


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also be capable of providing an adequate volume of return vapour to the vessel to compensate for

the displacement of the LNG being discharged from the Vessel.

30.8 Owner guarantees that the Vessel‟s Gross Cargo Capacity at Delivery shall be as specified in

Appendix I.

30.9 The performance of the Vessel shall be measured in accordance with Appendix XI throughout the

Charter Period.

31. Salvage

31.1 Subject to the provisions of Clause 25 hereof, all loss of time and all expenses (excluding any

damage to or loss of the Vessel or tortious liabilities to third parties) incurred in saving or

attempting to save life or in successful or unsuccessful attempts at salvage shall be borne equally

by Owner and Charterer, provided that Charterer shall not be liable to contribute towards any

salvage payable by Owner arising in any way out of services rendered under this Clause 31.

31.2 Provided that towage or salvage (other than the purpose of saving life) shall not be undertaken

without the prior consent of the Charterer, all salvage and all proceeds from derelicts shall be

divided equally between Owner and Charterer after deducting the Master's, officers' and crew's

share.

32. Exceptions

32.1 The Vessel, her Master and Owner shall not, unless otherwise in this Charter expressly provided,

be liable for any loss or damage or delay or failure arising or resulting from any act, neglect or

default of the Master, pilots, mariners or other servants of Owner in the navigation or

management of the Vessel; fire, unless caused by the actual fault or privity of Owner; collision or

stranding; dangers and accidents of the sea; explosion, bursting of boilers, breakage of shafts or

any latent defect in hull, equipment or machinery, provided that Clauses 2, 3, 4, 5 and 30 hereof

shall be unaffected by the foregoing.

32.2 Promptly upon the occurrence of an event described in Clause 32.1, the affected Party must give

notice to the other Party describing the event, and any loss or damage or delay or failure in

performance hereunder which could reasonably be expected to be caused by that event described

in Clause 32.1.

32.3 Any Party claiming relief in respect of an event described in Clause 32.1 under this Charter must

promptly notify the other Party thereof and shall state in such notice:


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(a) particulars of the relevant event in as much detail as is then reasonably available;

(b) to the extent ascertainable, the expected extent of any loss or damage or delay or failure

in performance hereunder caused by that event and the estimated period during which

that loss or damage or delay or failure in performance hereunder will continue; and

(c) particulars of the steps to be taken to ensure full resumption of normal performance

hereunder.

32.4 The Vessel shall have liberty to sail with or without pilots, to tow or go to the assistance of

vessels in distress and to deviate for the purpose of saving life or property; provided that, in such

an event, Owner shall notify Charterer immediately.

32.5 Clauses 32.1 and 32.2 shall not apply to, or limit, or in any way affect the liability of Owner or

the Vessel or any other relevant person in respect of:

(a) loss or damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe or

crane or other works or equipment whatsoever at or near any place to which the Vessel

may proceed under this Charter, whether or not such works or equipment belong to

Charterer; Owners are requested to enter into marine terminal liability agreements with

the Primary Terminals they are visiting and endorse all conditions of these agreements;

and/or

(b) any claim (whether brought by Charterer or any other person) arising out of any loss of or

damage to or in connection with cargo. All such claims shall be made according to the

Hague-Visby Rules or the Hague Rules or the Hamburg Rules as the case may be, (or any

successor thereto, including the Rotterdam Rules) which ought pursuant to Clause 45 of

this Charter have been incorporated in the relevant bill of lading (whether or not such

rules were so incorporated), or, if no such bill of lading is issued, to the Hague-Visby

Rules unless the Hamburg Rules compulsorily apply in which case to the Hamburg

Rules.

32.6 Clauses 32.1 and 32.2 shall not apply to, or in any way affect, any provision for the payment or

cessation of hire, including provisions relating to off-hire and reduction of hire contained in this

Charter (whether by way of compensation for reduction in the Vessel‟s performance or

otherwise) or relating to Owner‟s liability to compensate Charterer for use of bunkers or Boil-Off

during off-hire periods.


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32.7 Notwithstanding Clauses 32.1 and 32.2, Owner shall be responsible for and shall defend,

indemnify and hold harmless Charterer from and against all losses, expenses and claims for:

(a) loss of or damage to the Vessel;

(b) death of or injury to the Master or any of the crew of the Vessel;

(c) death of or personal injury to third parties arising in connection with the use, operation or

management of the Vessel;

(d) loss of or damage to the property of third parties (always excluding the property of

Charterer‟s representatives) arising in connection with the use, operation or management

of the Vessel;

(e) wreck removal; or

(f) any Environmental Claim arising in connection with the use, operation or management of

the Vessel.

33. Availability of Liquefaction and Discharge Terminals

33.1 Charterer shall have the right to terminate this Charter at any time by giving thirty (30) days‟ prior

written notice to Owner if:

(a) any one or both of (i) Sabine Pass LNG L.P (SPLNG) liquefaction facility; or (ii)

Dominion Cove Point LNG L.P liquefaction facility becomes unable to produce, store,

load or sell LNG in reasonable quantities to meet the Charterer‟s contractual obligations

towards the above liquefaction facilities; or

(b) both of Petronet LNG Limited Dahej Terminal and Ratnagiri Gas and Power Private

Limited Dabhol Terminal, become unable to unload, store, or regasify LNG in reasonable

quantities to meet the Charterer‟s contractual obligations towards the above regasification

facilities,

for a consecutive period of [18 (eighteen) months] or more. During such [18 (eighteen) months]

period, the Charterer shall be entitled to deploy / sub-charter the Vessel to load LNG from any

other liquefaction facilities.

34. Equity Lock-in and Equity Option

34.1 Equity Lock-in


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(a) The Owner agrees that, notwithstanding any exercise of the Equity Option pursuant to

Clause 34.2, [INSERT NAME OF THE CONSORTIUM LEADER/ CONSORTIUM

MEMBER (as applicable)], shall from the execution of this Charter until the expiry of the

Charter, be the single largest shareholder in the Owner, holding at least twenty six per

cent (26%) of the share capital of the Owner.

(b) The Owner agrees that, notwithstanding any exercise of the Equity Option pursuant to

Clause 34.2, [INSERT NAME OF EACH CONSORITUM MEMBER], shall from the

execution of this Charter until the expiry of the fifth (5th) anniversary of the Delivery of

the Vessel under this Charter, hold at least ten per cent (10%) of the share capital of the

Owner.

(c) Notwithstanding the requirements of Clauses 34.1 (a) and (b), the Owner agrees that,

other than pursuant to the Equity Option, [INSERT NAMES OF THE CONSORITUM

LEADER AND CONSORTIUM MEMBERS] (the “Original Shareholders”) shall from

the execution of this Charter until the expiry of the fifth (5th) anniversary of the Delivery

of the Vessel under this Charter, cumulatively hold one hundred per cent (100%) of the

share capital of the Owner.

(d) The Owner agrees that, notwithstanding any exercise of the Equity Option pursuant to

Clause 34.2, from the execution of this Charter until the expiry of the Charter, no single

shareholder shall, unless consented to by the Charterer, hold less than ten per cent (10%)

of the share capital of the Owner.

34.2 Equity Option

(a) At any time from the execution of this Charter until the Delivery of the Vessel under this

Charter, the Charterer, whether directly or through an Affiliate, shall be entitled to

acquire up to ten per cent (10%) of the share capital of the Owner (the “Charterer

Equity Option”).

(b) The Owner further agrees that at any time from the execution of this Charter until the

Delivery of the Vessel under this Charter, the Shipping Corporation of India Limited

(“SCI”), whether directly or through an Affiliate, shall be entitled to acquire up to

twenty six per cent (26%) of the share capital of the Owner (the “SCI Equity Option”).

The Owner further agrees that in the event that SCI does not elect to exercise the SCI

Equity Option in whole or in part pursuant to this Clause 34.2(b), the Charterer Equity


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Option shall automatically stand enhanced to the lower of (a) ten per cent (10%) of the

share capital of the Owner plus the portion of the SCI Equity Option not exercised by

SCI; and (b) twenty six per cent (26%) of the share capital of the Owner.

(c) Each of the Charterer (directly or through an Affiliate) and SCI (directly or through an

Affiliate), shall be entitled to exercise the Charterer Equity Option or the SCI Equity

Option, as the case may be, by issuing a notice in writing to the Owner (the “Equity

Option Notice”) setting forth therein the number of shares that Charterer (or its named

Affiliate) or SCI (or its named Affiliate), as applicable intends to acquire (the “Equity

Option Shares”).

Within [60 (sixty) days] of the issuance of the Equity Option Notice from the Charterer

(directly or through an Affiliate) or SCI (directly or through an Affiliate), as the case may

be, the Owner shall cause the Original Shareholders to divest such number their shares

(free of all encumbrances), either pro-rata or in such other proportion as may be agreed

between the Original Shareholders, to the Charterer or its named Affiliate or SCI or its

named Affiliate, as applicable, as Charterer or its named Affiliate or SCI or its named

Affiliate, as applicable, may require to hold the Equity Option Shares.

The Owner further agrees that the price per share for the transfer of the Equity Option

Shares from the Original Shareholders to Charterer or its named Affiliate or SCI or its

named Affiliate, as applicable shall be equal to the face value of each share of the Owner

(being an amount of [____]), provided that where any shares have been issued to an

Original Shareholder at a discount to the face value of a share, the price per share for the

transfer of the Equity Option Shares shall be such discounted price.

(d) Upon the transfer of the Equity Option Shares to the Charterer and/or SCI, as applicable,

the shareholders‟ agreement between the Original Shareholders shall stand amended to

incorporate the terms of the Proforma SHA. To the extent of any contradiction between

the terms contained in the Proforma SHA and the terms of the existing shareholders‟

agreement between the Original Shareholders, the terms in the Proforma SHA shall

prevail.

(e) For avoidance of doubt, the Parties agree that SCI is entitled to enforce this Clause 34 for

its benefit, as a third party beneficiary.

35. Injurious Cargoes


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No acids, explosives or cargoes injurious to the Vessel shall be shipped and without prejudice to

the foregoing any damage to the Vessel caused by the shipment of any such cargo, and the time

taken to repair such damage, shall be for Charterer‟s account. No voyage shall be undertaken, nor

any goods or cargoes loaded, that would expose the Vessel to capture or seizure by rulers or

governments. For the avoidance of doubt, LNG shall not be regarded as an injurious cargo.

36. Disbursements

Should the Master require advances for ordinary disbursements at any port, Charterer or its agents

may, at the request of the Master, make such advances to him in consideration of which Owner

shall pay an administrative fee of five per cent (5%) and all such advances and administrative fees

shall be deducted by the Charterer from any succeeding invoices for Hire.

37. Laying-up

37.1 Charterer shall have the right, after consultation with Owner, to require Owner to lay-up the

Vessel for all or any part of the Charter Period at a safe place mutually agreed in which case the

hire provided for under this Charter shall be adjusted to reflect any net increases in expenditure

reasonably incurred or any net savings which are or should reasonably have been made by Owner

as a result of such lay-up. Promptly after the notification by Charterer to Owner of the

requirement to lay up the Vessel, Owner shall provide Charterer with a detailed estimate of the

cost for such lay-up together with details of lay-up procedures and also a detailed account of any

cost saving. Owner shall take all reasonable steps to minimise the cost of laying-up the Vessel

during any period of lay-up (but Owner shall keep on board such personnel as shall be necessary

for safety purposes and shall carry out reasonable maintenance). Should Charterer, having

exercised the option granted hereunder, desire the Vessel again to be put into service, Owner

shall, upon receipt of notice from Charterer to such effect, immediately take steps to restore the

Vessel to service as promptly as reasonably possible and provide Charterer with a proposed

budget estimate for such reactivation. The option granted to Charterer under this Clause 37 may

be exercised one or more times during the period of this Charter.

37.2 At or before the beginning of any lay-up period pursuant to this Clause 37, Owner shall provide

an estimate of the savings and extra expenses to Charterer during the lay-up period. Upon

Charterer‟s acceptance of such estimate, hire shall be adjusted based on the estimate and such

adjustment shall apply to the hire payments thereafter due.


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37.3 When assessing any such saving or extra expense, the items to be taken into account shall include

changes in amounts expended on administration, manning, stores, spares, consumables (including

lubricating oils), P&I and hull and machinery insurance (including the effect of any deductibles),

repairs and maintenance, surveys, hull cleaning and dry-docking. As soon as practical after re-

entry of the Vessel into service under this Charter, Owner shall make a calculation of the actual

savings less actual extra expenses as aforesaid for the period of the lay-up and a balancing

payment shall be made by Owner or Charterer, as the case may be, assuming Charterer agrees

with Owner‟s calculations. In the event that the Charterer puts the Vessel idle and/or laid-up for

more than 30 days, and if the hull cleaning becomes necessary, the Owner shall arrange for hull

cleaning at the Charterer‟s cost.

38. Requisition

Should the Vessel be requisitioned by any government authority, de facto or de jure, during the

Charter Period, the Vessel shall be off-hire during the period of such requisition, and any hire or

other compensation paid by such government in respect of such requisition period shall be for

Owner‟s account. Any such requisition period shall count as part of the Charter Period. If such

requisition continues for a period in excess of one hundred and eighty (180) days, Charterer shall

have the option to terminate this Charter.

39. Outbreak of War

If war or hostilities break out (whether there be a declaration of war or not) involving any of

India, Egypt, the United States of America or the Flag State which significantly disrupts the

intended trade of the Vessel for a period of sixty (60) days or more, Charterer shall be entitled to

cancel this Charter provided that where the war or hostilities involve the Flag State, Owner shall,

at its own cost, be entitled with the consent of Charterer (such consent not to be unreasonably

withheld or delayed) to change the Flag State.

40. Piracy

40.1 Neither Owner, nor the Master shall be entitled to refuse any instructions by reason of the Vessel

being obliged to proceed, or required to continue, to or through, any port, place, area or zone, or

any waterway or canal where there is a risk that the Vessel may be subject to acts of piracy,

violent robbery, capture or seizure (hereinafter “Piracy”) (including transits via the Suez Canal,

the Gulf of Aden, the western parts of the Indian Ocean, West Africa, the Straits of Malacca) (a


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“Piracy Area”) whether such risk existed at the time of entering into this Charter or occurred

thereafter.

40.2 If the Vessel proceeds through a Piracy Area, Owner shall be required:

(a) To take reasonable preventive measures to protect the Vessel, her crew and cargo

including but not limited to re-routeing within the Piracy Area, proceeding in convoy,

using escorts, avoiding day or night navigation, adjusting speed and course, or engaging

security personnel or equipment on or about the Vessel provided such preventive

measures are (i) not contrary to the requirements of the Flag State and (ii) in compliance

with Applicable Law and the recommendations and guidelines contained in Clause 40.8,

below;

(b) To comply with orders, directions or recommendations of any underwriters who have the

authority to give the same under the terms of the Vessel‟s insurances;

(c) To comply with all orders, directions, recommendations or advice given by the

government of the Flag State, or other government to whose laws the Vessel is subject, or

any other government, body or group, including military authorities, whatsoever acting

with the power to compel compliance with their orders or directions; and

(d) Where there is an actual or imminent act of Piracy, to take a safe and reasonable

alternative in place of the normal, direct or intended route to the next port of call

(provided that such alternative route does not, in the case of the Gulf of Aden, physically

extend beyond the transit of the Gulf of Aden). Where practicable Owner shall always

give Charterer reasonable advance notice of the alternative route, an estimate of time and

bunker consumption and a revised estimated time of arrival.

40.3 Costs and Expenses

(a) If the Vessel proceeds to or through a Piracy Area the reasonable additional documented

costs incurred by Owner with respect to the reasonable preventive measures

contemplated under Clause 40.2(a) above, shall be for Charterer‟s account. Any time lost

while waiting for convoys, following recommended routeing, reducing speed or taking

reasonable measures to minimise risk, shall be for Charterer‟s account and the Vessel

shall remain on hire.

(b) If the underwriters of Owner‟s hull and machinery, P&I or war risk insurances require

additional premiums or additional insurance cover is necessary because the Vessel


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proceeds through a Piracy Area or Owner in accordance with International Standards

elects to take out kidnap and ransom insurance on reasonable commercial terms, then

such additional documented insurance costs shall be reimbursed by Charterer to Owner.

40.4 Where, notwithstanding the taking of any the measures referred to in this Clause 40, and where

not caused by any lack of due diligence on Owner‟s part, the Vessel is captured by pirates, hire

shall remain payable at the full rate throughout the first sixty (60) days of such capture, and

thereafter the Vessel shall be off-hire.

40.5 If the Vessel is captured by pirates, Owner shall be responsible for all efforts to obtain the release

of the Vessel and shall keep Charterer closely informed of these. If the Vessel remains under

capture by pirates for a continuous period of more than one hundred and eighty (180) days,

Charterer shall be entitled to terminate this Charter.

40.6 Where the Vessel is scheduled to transit any Piracy Areas, Charterer shall have the option to

require Owner to purchase off-hire insurance, which will cover the hire payable pursuant to

Clause 40.4 should the Vessel be detained by pirates and the documented cost thereof shall be

reimbursed by Charterer. Owner shall provide the terms and cost of such insurance to Charterer

for approval prior to placing the same and shall obtain from its insurers a waiver of any

subrogated rights against Charterer in respect of any claims by Owner under such insurance.

Where Charterer instructs Owner to take out such insurance, the Vessel shall be off-hire for any

time lost as a result of capture by pirates.

40.7 In connection with any transits through the Gulf of Aden and the western part of the Indian Ocean

and notwithstanding any naval escort given to the Vessel, Owner shall ensure that the Vessel is

registered with the Maritime Security Centre Horn of Africa (“MSCHOA”) in Northwood, the

UK (via website for reporting: www.mschoa.org, telephone: +44 (0) 1923 958547, fax: +44 (0)

1923 958520, email: [email protected] – such contact details to be updated as necessary),

and report to the U.K. Maritime Trade Operations Centre (“UKMTO”) in Dubai (email:

[email protected], telephone (24hrs): +971 50 552 3215 – such contact details to be updated as

necessary), or such other organizations as may take over the responsibility of these two

organizations in the future. Owner will confirm such registration to Charterer before commencing

the relevant transit and will provide Charterer with a copy of the MSCHOA Vessel Registration

Form and with daily progress reports on the transit.

40.8 Owner shall ensure that the Vessel will throughout the Charter Period have on board a Piracy

response plan describing all necessary preventive measures to protect the Vessel, her crew and

http://www.mschoa.org/

mailto:[email protected]

mailto:[email protected]


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cargo from the threat of Piracy, and including the preventive measures set out in the following

publications (including any amendment thereto and revisions thereof):

(a) “BMP4 - Best Management Practice 4 – Piracy off the Coast of Somalia and Arabian Sea

Area” (August 2011);

(b) “Industry Guidelines for the Use of Private Maritime Security Contractors (PMSC) as

Additional Protection in Waters affected by Somali Piracy” (May 2011);

(c) the UKMTO‟s “Anti-piracy planning chart, Red Sea, Gulf of Aden and Arabian Sea

(Q6099)” (3rd Edition – 10 November 2011); and

(d) Recommendations and guidelines of the IMO, including:

(i) “Code of Conduct concerning the Repression of Piracy and Armed Robbery

against Ships in the Western Indian Ocean and the Gulf of Aden”, of January

2009;

(ii) “Guidance to shipowners and ship operators, shipmasters and crews on

preventing and suppressing acts of piracy and armed robbery against ships

(MSC.1/Circ.1334)” of June 2009;

(iii) “Recommendations to Governments for preventing and suppressing piracy and

armed robbery against ships (MSC.1/Circ.1333)” of June 2009;

(iv) “Piracy and armed robbery against ships in waters off the coast of Somalia – Best

management practices to deter piracy off the coast of Somalia and in the Arabian

Sea area developed by the industry” (MSC.1/Circ.1337);

(v) “Guidelines to assist in the investigation of the crimes of piracy and armed

robbery against ships” (MSC.1/Circ.1404);

(vi) “Interim guidance to shipowners, ship operators, and shipmasters on the use of

privately contracted armed security personnel on board ships in the high risk

area” (MSC 1./Circ.1405);

(vii) “Interim recommendations for flag states regarding the use of privately

contracted armed security personnel on board ships in the high risk area

(MSC.1/Circ.1406)”; and


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(viii) “Resolution A. 1025(26) – Code of Practice for the investigation of crimes of

piracy and armed robbery against ships”.

41. War Risks

41.1 The Master shall not be required or bound to sign bills of lading for any place which in his or

Owner‟s reasonable opinion is dangerous or impossible for the Vessel to enter or reach owing to

any blockade, war, hostilities, warlike operations, civil war, civil commotions or revolutions,

provided that, if insurance against such risks is then available commercially from a leading

international insurer, and provided Charterer agrees to pay any documented additional cost of

insuring the Vessel against hull war risks, Owner and Master shall not be entitled to refuse orders

to direct the Vessel to any such place.

41.2 If, following signature of the bill of lading, in the reasonable opinion of the Master it is, for any of

the reasons set out in Clause 41.1 or by the operation of international law, dangerous, impossible

or prohibited for the Vessel to reach or enter, or to load or discharge cargo at, any place to which

the Vessel has been ordered pursuant to this Charter (a “place of peril”), then Charterer shall be

immediately notified, and Charterer shall thereupon have the right to order the cargo, or such part

of it as may be affected, to be loaded or discharged, as the case may be, at any other place within

the trading limits of this Charter (provided such other place is not itself a place of peril). If any

place of discharge is or becomes a place of peril, and no orders have been received from

Charterer within ten (10) days after dispatch of such messages, then Owner shall be at liberty to

instruct the Vessel to leave such place of peril and to request Charterer to provide alternative

instructions to the Vessel.

41.3 The Vessel shall have liberty to comply with any directions or recommendations as to departure,

arrival, routes, ports of call, stoppages, destinations, zones, waters, delivery or in any other ways

whatsoever given by the government of the Flag State or any other government or local authority

or by any person or body acting or purporting to act as or with the authority of any such

government or local authority including any de facto government or local authority or by any

person or body acting or purporting to act as or with the authority of any such government or

local authority or by any committee or person having under the terms of the war risks insurance

on the Vessel the right to give any such directions or recommendations. If by reason of or in

compliance with any such directions or recommendations anything is done or is not done, such

shall not be deemed a deviation.


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41.4 If by reason of or in compliance with any such direction or recommendation the Vessel does not

proceed to any place of discharge to which she has been ordered pursuant to this Charter, the

Vessel shall request new orders from Charterer, failing which, after seven (7) days, the Vessel

may proceed to any place which the Master or Owner in their discretion select and there

discharge the cargo or such part of it as may be affected. Such discharge shall be deemed to be

due fulfilment of Owner‟s obligations under this Charter so far as cargo so discharged is

concerned.

41.5 Charterer shall procure that all bills of lading issued under this Charter shall contain the

provisions equivalent to this Clause 41.1 to 41.4.

42. Additional War Expenses

If the Vessel is ordered to trade in areas where there is war (de facto or de jure) or threat of war,

Charterer shall reimburse Owner for any additional insurance premia, crew bonuses and other

documented expenses reasonably incurred by Owner as a consequence of such orders, provided

that Charterer is given notice of such expenses as soon as practicable and in any event before

such expenses are incurred and provided further that Owner obtain from its insurers a waiver of

any subrogated rights against Charterer in respect of any claims by Owner under its war risk

insurance arising out of compliance with such orders. Any discount or rebate refunded to Owner,

for any reason whatsoever, in respect of additional war risk premium shall be passed to Charterer.

43. Both to Blame Collision Clause

43.1 If the liability for any collision in which the Vessel is involved while performing this Charter falls

to be determined in accordance with the laws of the United States of America, the following

provision shall apply:

“If the ship comes into collision with another ship as a result of the negligence of the other ship

and any act, neglect or default of the Master, mariner, pilot or the servants of the carrier in the

navigation or in the management of the ship, the owner of the cargo carried hereunder will

indemnify the carrier against all loss, or liability to the other or non-carrying ship or her owner in

so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the

owner of the said cargo, paid or payable by the other or non-carrying ship or her owner to the

owner of the said cargo and set off, recouped or recovered by the other or non-carrying ship or

her owner as part of their claim against the carrying ship or carrier.


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“The foregoing provisions shall also apply where Owner, operators or those in charge of any ship

or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect

of a collision or contact.”

43.2 Charterer shall procure that all bills of lading issued under this Charter shall contain a provision

in the foregoing terms to be applicable where the liability for any collision in which the Vessel is

involved falls to be determined in accordance with the laws of the United States of America.

44. New Jason Clause

44.1 General average contributions shall be payable according to the York/Antwerp Rules, 1974, as

amended 1994, and as may be further amended from time to time, and shall be adjusted in

London in accordance with English law and practice but should adjustment be made in

accordance with the law and practice of the United States of America, the following provision

shall apply:

“In the event of accident, danger, damage or disaster before or after the commencement of the

voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for

the consequence of which, the carrier is not responsible by statute, contract or otherwise, the

cargo, shippers, consignees or owner of the cargo shall contribute with the carrier in general

average to the payment of any sacrifices, losses or expenses of a general average nature that may

be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.”

“If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the

said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may

deem sufficient to cover the estimated contribution of the cargo and any salvage and special

charges thereon shall, if required, be made by the cargo, shippers, consignees or owner of the

cargo to the carrier before delivery.”

44.2 Charterer shall procure that all bills of lading issued under this Charter shall contain a provision

in the foregoing terms, to be applicable where adjustment of general average is made in

accordance with the laws and practice of the United States of America.

45. Clause Paramount

45.1 Charterer shall procure that all bills of lading issued pursuant to this Charter shall contain the

following clause:


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(a) “Subject to sub-clause (b) or (c) hereof, this bill of lading shall be governed by, and have

effect subject to, the rules contained in the International Convention for the Unification of

Certain Rules relating to Bills of Lading signed at Brussels on 25th August 1924

(hereafter the “Hague Rules”) (or any successor thereto, including the United Nations

Convention on Contracts for the International Carriage of Goods wholly or partly by sea

signed at Rotterdam on 11 December 2008 (hereafter the “Rotterdam Rules”)) as

amended by the Protocol signed at Brussels on 23rd February 1968 (hereafter the

“Hague-Visby Rules”) (or any successor thereto, including the Rotterdam Rules).

Nothing herein contained shall be deemed to be either a surrender by the carrier of any of

his rights or immunities or an increase of any of his responsibilities or liabilities under the

Hague-Visby Rules.”

(b) “If there is governing legislation which applies the Hague Rules (or any successor

thereto, including the Rotterdam Rules) compulsorily to this bill of lading, to the

exclusion of the Hague-Visby Rules, then this bill of lading shall have effect subject to

the Hague Rules (or such successor thereto). Nothing herein contained shall be deemed to

be either a surrender by the carrier of any of his rights or immunities or an increase of any

of his responsibilities or liabilities under the Hague Rules.”

(c) “If there is governing legislation which applies the Hamburg Rules compulsorily to this

bill of lading to the exclusion of the Hague-Visby rules, then this bill of lading shall have

effect subject to the Hamburg Rules (or any successor thereto, including the Rotterdam

Rules). Nothing herein contained shall be deemed to be either a surrender by the carrier

of any of his rights or immunities or an increase of any of his responsibilities or liabilities

under the Hamburg Rules.”

(d) “If any term of this bill of lading is repugnant to the Hague-Visby Rules, or Hague Rules

or Hamburg Rules, if applicable, such term shall be void to that extent but no further.”

(e) “Nothing in this bill of lading shall be construed as in any way restricting, excluding or

waiving the right of any relevant party or person to limit his liability under any available

legislation and/or law.”

46. Pollution and Emergency Response

46.1 Pollution

(a) Owner warrants that the Vessel at Delivery and throughout the Charter Period will:


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(i) be owned by a member of the International Tanker Owners Pollution Federation

Limited (ITOPF);

(ii) meet the emission standards as specified by MARPOL for emission control areas

(ECAs);

(iii) meet the regulations California Air Resource Board (CARB) for marine vessels ;

(iv) be properly entered for full Protection and Indemnity (“P&I”) risks in a P&I

Club, which is a member of the International Group of Protection and Indemnity

Clubs; and

(v) have in place insurance cover for pollution risks for the maximum on offer

through the International Group of P&I Clubs.

(b) Owner will provide, within a reasonable time following a request from Charterer so to do,

documented evidence of compliance with the warranties given in Clause 46.1.

(c) Owner shall comply, and shall procure that the Vessel and the Manager comply, at

Delivery and throughout the Charter Period, with all requirements (including in relation

to financial capability, responsibility, or security) imposed by any Pollution Regulations

applicable to the Vessel when entering, leaving, remaining at or passing through any

places or waters in the performance of this Charter.

46.2 Notifications

(a) Owner shall advise Charterer of the organisational details of Owner‟s emergency

response team, together with the relevant telephone, facsimile, and email contact details

of Owner‟s personnel that is responsible for emergency response and qualified under any

Pollution Regulations. Owner shall procure that such personnel is contactable a 24-hour

basis in the event of spills or emergencies.

(b) Owner warrants that the Master shall inform Charterer as soon as practicable if any

situation or incident occurs which results or is likely to result in any form of pollution, a

cargo or bunker fuel spill or discharge, whether or not such situation or incident has

resulted or may result in delays or damage to the Vessel. Such information shall be

provided to Charterer at: [INSERT CONTACT DETAILS].

(c) Major casualties such as collision, allisions, grounding, explosion, fire, pollution or threat

of pollution shall be immediately reported (with all information relating to the incident,


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such as date, location, description, consequences) to Charterer at: [INSERT CONTACT

DETAILS].

46.3 The provision of any information pursuant to this Clause 46 shall not in any way oblige Charterer

to assume responsibility for any part of the incident, discharge, spill or casualty or the handling or

clean-up of the same.

46.4 In case of an actual spill or discharge, Owner shall provide to Charterer the following

information: the date and time, location, quantity, and product characteristics of the spill or

discharge, weather conditions, resources at risk, steps taken to fight the pollution, and

confirmation whether any vessel response plan required under any Pollution Regulation has been

activated.

46.5 In the event any such incident, discharge, spill or casualty occurs, Charterer shall (at Charterer‟s

own risk and expense) have the right to place on board the Vessel and/or have in attendance at the

incident one or more representatives of Charterer to observe the measures being taken by Owner

and/or national or local authorities or their respective servants, agents or contractors to prevent or

minimise pollution damage.

46.6 Without prejudice to any other rights Charterer may have against Owner in connection with such

incident, casualty, spill or discharge, any costs, losses, damages, expenses and/or delays suffered

or incurred by Charterer because of Owner's failure to inform Charterer pursuant to this Clause 46

shall be for Owner's account. Charterer shall have the right to withhold payment of hire to the

extent necessary to indemnify Charterer for such breach.

47. Modifications

47.1 Charterer Modifications

(a) During the Charter Period, Owner shall make all modifications to the Vessel that

Charterer may reasonably request (each a “Charterer Modification”, such Charterer

Modification to be requested through a “Charterer Modification Notice”), provided that

such proposed Charterer Modification does not conflict with any Applicable Laws or any

requirements of the Classification Society.

(b) The Vessel shall remain on-hire during any time required to effect a Charterer

Modification. Where a Charterer Modification is carried out during a Scheduled Dry

Docking, the Vessel shall remain off-hire during the time required to effect the Charterer

Modification. Provided that the Charterer shall not request a Charterer Modification that


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would be reasonably expected to extend the Scheduled Dry-docking beyond the

originally scheduled dry-docking period.

(c) Owner shall provide Charterer with an estimate of the costs or savings of making such

Charterer Modifications and of the likely impact on Scheduled Delivery Date.

(d) The Charterer shall notify the Owner, in writing, if it agrees or disagrees with the

estimate provided by the Owner above and whether it requires such Charterer

Modifications to be made.

(e) If the Charterer's notice above specifies its disagreement with the estimate of the costs for

the Charterer Modifications provided by the Owner pursuant to Clause 47.1(d) and

requires the Owner to undertake the Charterer Modifications, the Owner shall upon

receipt of such notice promptly carry out such Charterer Modifications (consistent with

the safety of the Vessel) and the estimate of the costs for the Charterer Modifications

shall be determined by an independent expert of international repute appointed by the

Charterer in consultation with the Owner. Such independent expert will be mandated to

convey its determination to the Parties within thirty (30) days of its appointment.

(f) The Owner shall carry out the Charterer Modifications to ensure that the costs of such

Charterer Modifications do not exceed the amount of the estimate of the costs for the

Charterer Modifications provided by the Owner pursuant to Clause 47.1 (d), or any

revision thereof agreed by Charterer, provided that if the Charterer has notified the

Owner of its disagreement with the estimate of costs provided by the Owner, the final

settlement of accounts shall be in accordance with the estimate of costs determined by

such independent expert of international repute appointed by the Charterer in consultation

with the Owner.

(g) The cost of any Charterer Modification, as determined pursuant to Clause 47.1(f), shall

be borne by Charterer. Charterer shall have the option to pay for such Charterer

Modification either through payment of a lump sum (when the cost of the relevant

Modification becomes due and payable) or through payment of a fixed daily rate (the

“Charterer Modification Rate”). The Charterer Modification Rate shall 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 duration of the Charter Period. For avoidance of doubt

the Charterer Modification Rate shall be an „Additional Hire Rate‟. The Charterer

Modification shall not entitle the Owner to any increase in the Opex.


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47.2 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:

(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.

(b) 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 Charter without such

Compulsory Modification being effected. If Charterer does not notify Owner of an

adjusted trading pattern and voyage planning within the earlier of (i) thirty (30) days from

the date of Owner‟s notice pursuant to Clause 47.2(a) the date on which compliance with

such Change in Law becomes compulsory, Owner shall proceed with the Compulsory

Modification.

(c) The cost of any Compulsory Modification shall be the documented cost thereof and shall

comprise (i) the documented cost of the Compulsory Modification as evidenced by

supporting vouchers, invoices or other appropriate documentation, (ii) if applicable, the

cost of any time (valued at the then prevailing Hire Rate) during which the Vessel is off-

hire by reason of the Compulsory Modification being effected and (iii) the cost of any

fuel and Boil-Off consumed during such periods of off-hire.


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

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

Modification (as determined pursuant to Clause 47.2(c)) with the “Balance of Charter”

and divided by the “Remaining Life of Vessel”, where, for the purpose of this Clause

47.2:

(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.

(e) Charterer shall, be entitled to either:

(i) pay for the Charterer Share in cash (upon completion of the relevant work); or

(ii) pay for such Charterer Share through payment of a fixed daily rate (the

“Compulsory Modification Rate”). The Compulsory Modification Rate shall 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.

For avoidance of doubt the Compulsory Modification Rate shall be an

„Additional Hire Rate‟. The Compulsory Modification shall not entitle the Owner

to any increase in the Opex.

(f) In case Compulsory Modification is effected during a Scheduled Dry-docking, the

relevant Dry-docking period shall not be extended by reason of such Compulsory

Modification.

(g) If the Compulsory Modification is effected outside a Scheduled Dry-docking, the Vessel

shall be off-hire from the time the Vessel drops the last outbound sea pilot at the last

discharge port prior to proceeding to the facility where the Compulsory Modification will

be effected until she next presents for loading in accordance with Charterer‟s instructions,

provided that Charterer shall credit Owner with the time which would have been taken on

passage to the next loading port at the Economical Speed of such Vessel had the Vessel

not proceeded to such facility. All fuel (including Boil-Off) consumed shall be paid for

by Owner but Charterer shall credit Owner with the value of the fuel which would have

been used on such notional passage calculated at the guaranteed daily consumption for


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the Design Speed. For the purposes of this sub-clause (g), „Economical Speed‟ shall

mean the average speed of the Vessel in the last 5 (five) voyages (which voyages

included no time off-hire) by such Vessel from the port of discharge to the port of

loading.

(h) Notwithstanding the provisions of Clause 47.2 and other provisions to the contrary

contained within this Charter, the time and cost required to effect any Compulsory

Modifications becoming compulsory for the continued operation of the Vessel by reason

of any Change in Law applicable only to vessels of the Flag State but not to vessels

flying the flag of any other customary LNG international flag state, shall be for Owner‟s

account.

47.3 Compatibility Changes

(a) If at any time during the Charter Period the Vessel ceases to be compatible with any

Primary Terminal such that the Vessel would be unable to proceed to, enter, berth, load

or discharge cargo and leave any such Primary Terminal without a modification to the

Vessel or installation of new equipment (a “Compatibility Change”), Owner shall notify

Charterer of the nature and the expected cost of the required Compatibility Changes and

shall, if so requested by Charterer, effect such Compatibility Changes.

(b) Where the Compatibility Change arises from a Change in Law, such Compatibility

Change shall be treated as a Compulsory Modification.

(c) Where the Compatibility Change arises from any other cause, such Compatibility Change

shall be treated as a Charterer Modification.

(d) In the event Charterer elects not to effect a Compatibility Change in relation to any

Primary Terminal, such terminal shall cease to be a “Primary Terminal” for all purposes

of this Charter from the date and time of Owner‟s notice in accordance with Clause 47.3,

provided that such terminal shall again be considered to be a “Primary Terminal” for all

purposes of this Charter when (and if) such Compatibility Change is effected such that

the Vessel is again compatible therewith.

47.4 No work relating to a Charterer Modification or a Compulsory Modification (the “Modification

Work”) shall be undertaken unless Charterer has approved the specification and monetary cost of

any such Modification Work. Charterer may require Owner to seek a competitive tender in

relation to any such Modification Work. Any Modification Work shall take place, if possible,


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during a Scheduled Dry-docking, unless Owner can show, to the reasonable satisfaction of

Charterer, that this is not possible.

47.5 Prior to undertaking any Modification Work, Owner and Charterer shall consult together and

agree on:

(a) the location for the performance of Modification Work;

(b) the estimated duration of such Modification Work; and

(c) the dates on which the Vessel can be taken out of service and is required to return to

service.

48. Owner's Default

48.1 Each of the following events whether occurring before or following Delivery of the Vessel shall

constitute an “Owner’s Default” for the purposes of this Charter:

(a) Owner, without Charterer‟s prior consent:

(i) waives any right of the Owner under the Shipbuilding Contract;

(ii) agrees to or proposes any adjustment or alteration to the Shipbuilding Contract or

the Specifications;

(iii) agrees to any extension of the delivery date under the Shipbuilding Contract;

(iv) except for a mortgage approved pursuant to this Charter and any liens and

encumbrances arising by operation of law which do not interfere with Charterer‟s

rights under the Charter, places or permits to exist a mortgage, lien, claim

encumbrance or other form of security interest on the Vessel, the Shipbuilding

Contract or any of Owner‟s rights under the Shipbuilding Contract or the Refund

Guarantee;

(v) agrees to defer the remedy of any defect or deficiency in the Vessel that would

entitle Owner to refuse delivery until after delivery of the Vessel under the

Shipbuilding Contract;

(vi) accepts delivery of the Vessel, except where Charterer has agreed in writing that

the Vessel conforms to the requirements of the Charter, the Shipbuilding

Contract and the Specifications; or


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(vii) terminates the Shipbuilding Contract without first offering Charterer the right to

novate the Shipbuilding Contract in accordance with Clause 48.2 below.

(b) Owner fails to execute the Tripartite Agreement within [15 (fifteen) days] from the

execution of this Charter.

(c) 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;

(d) 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 receiver,

administrator or trustee in bankruptcy of its undertaking or assets (except where such

action is not directly caused by a failure of Charter to pay hire when due, or such

resolution or proceedings relate to a solvent reorganisation of Owner agreed by

Charterer);

(e) 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;

(f) any event equivalent to any of those described in sub-clauses (c) to (d) occurs in the

country of incorporation of Owner or any country in which Owner has a material part of

its business or assets;

(g) any event equivalent to any of those described in sub-clauses (c) to (e) above occurs in

relation to Owner‟s Guarantor and Owner fails within thirty (30) days of the occurrence

of such event to provide a replacement guarantee from a guarantor acceptable to

Charterer;

(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;


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(i) there occurs a Change in Control in relation to 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;

(j) Any of the following:

(i) if anything is done or threatened to be done by Owner which imperils the

registration of the Vessel as a [INSERT FLAG NAME] flag Vessel (or the

Vessel of such flag state as the Parties may otherwise agree pursuant to Clause

3.4);

(ii) if Owner ceases to be the registered Owner of the Vessel;

(iii) if the Manager or the Classification Society change without the consent of

Charterer;

(iv) if the Vessel is arrested or detained by any person for any reason not attributable

to any act or default of Charterer and is not released within sixty (60) days; or

(v) Owner fails to maintain any of the Compulsory Insurances in accordance with the

terms of Appendix III.

(k) Owner commits any material breach of this Charter and fails to remedy such breach

within thirty (30) days of receipt of notice from Charterer;

(l) Any representation made by Owner under Clause 66.1 proves to be incorrect or

misleading in any material respect;

(m) Other that as contemplated in Clause 40.5, the Vessel is off-hire (excluding any periods

of off-hire while a Compulsory Modification is effected) for a continuous period of

ninety (90) days or more or for more than one hundred and twenty (120) days in any

period of seven hundred and twenty (720) days;

(n) Owner enters into any assignment or novation prohibited by Clause 24;

(o) Owner places or permits to exist on the Vessel (i) any mortgage (other than a mortgage

approved pursuant to Clause 60) or (ii) any charge, pledge, security interest, lien or

encumbrance of any kind (not occasioned by any act, omission or default on the part of

Charterer) other than liens in favour of the crew or routine suppliers of the Vessel to an

extent consistent with first class ship management practice and any other liens arising by


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operation of law, which liens Owner shall exercise best efforts to avoid or if they arise, to

remove; or

(p) Owner fails to (and/ or fails to cause the Original Shareholders to) duly give effect to the

GAIL Equity Option and/ or SCI Equity Option (as the case maybe) pursuant to an

Equity Option Notice;

48.2 Upon the occurrence of an Owner's Default, Charterer shall be entitled:

(a) Where such Owner Default is a default described in Clause 48.1(a), to novate to the

position of Owner and to require a novation of the Shipbuilding Contract pursuant to the

terms of the Tripartite Agreement in its favour and to terminate the Charter in accordance

with Clause 48.2(b);

(b) to terminate this Charter by giving notice in writing to Owner, such termination to take

effect from the date on which such notice of termination is received by Owner or from

any later date stated in such notice;

(c) to require this Charter to be substituted by a bareboat charter between Owner as owner

and Charterer, as charterer, on the terms of the bareboat charter attached as Appendix

VIII (the “Bareboat Charter”); or

(d) purchase the Vessel on the terms set out at Clause 51.

48.3 At any time after an Owner's default has occurred, Charterer shall be entitled, without prejudice

to any of its other rights under this Charter, to carry out such surveys of the Vessel as they may

require including a diving survey. The Vessel shall remain on-hire during any such surveys.

49. Charterer Default

49.1 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


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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 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 made by Charterer under Clause 66proves 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 13.

49.2 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

50. Bareboat Charter Option

50.1 If Charterer wishes to exercise the option specified in sub-Clause 48.2(c), it shall give notice to

Owner (the “Bareboat Notice”), which shall specify:

(a) that Charterer is exercising such option;

(b) a period of thirty (30) days (the “Bareboat Window”) starting not earlier than seven (7)

days and ending not later than one hundred and eighty (180) days after the date of the

Bareboat Notice within which Charterer will take delivery of the Vessel under the

Bareboat Charter;

(c) the port or berth at which Charterer will take delivery under the Bareboat Charter, which

shall be one of the Primary Terminals or such other port or berth within the limits of this

Charter as Charterer may select.

50.2 The Bareboat Charter shall come into force, and Owner shall be obliged to charter the Vessel to

Charterer, immediately on receipt by Owner of the Bareboat Notice. Charterer shall be obliged to

accept the Vessel on charter from Owner which shall be delivered in accordance with Clause


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50.1, subject to the terms of the Bareboat Charter. The Parties shall nevertheless, and without

prejudice to the effectiveness of the Bareboat Notice, execute a Bareboat Charter in the form of

the draft attached as Appendix VIII.

50.3 The term of the Bareboat Charter shall commence on the date of delivery of the Vessel under the

Bareboat Charter and shall be of such duration as shall correspond to the then remaining Charter

Period, provided that Charterer shall have the same rights, to the extent not already exercised

under this Charter, to extend such term of the Bareboat Charter as Charterer has under Clauses 6.2

and 6.3 of this Charter. Upon the delivery of the Vessel under the Bareboat Charter, the Charterer

shall have the right to cause a comprehensive on-hire survey to be conducted in order to establish

the condition of the Vessel as of the date of the Bareboat Charter and Owner agrees that the result

of such survey shall be binding on the Owner in connection with any evaluation of the condition

of the Vessel on redelivery.

50.4 The Vessel shall be deemed to be redelivered by Charterer to Owner under this Charter on the

date on which the Vessel is delivered to Charterer in accordance with the provisions of the

Bareboat Charter, and upon such delivery under the Bareboat Charter this Charter shall terminate

provided that should Owner fail to deliver the Vessel under the Bareboat Charter within the

Bareboat Window for any reason other than the failure of Charterer to order the Vessel in a

timely manner to the port or berth of delivery under Bareboat Charter, the Vessel shall be off-hire

under this Charter for the duration of such failure.

50.5 If the Vessel is not delivered to Charterer by Owner when delivery becomes due under the

Bareboat Charter, other than by reason of Charterer's default, then (without prejudice to

Charterer's other rights under this Charter or at law generally) Charterer shall have the right to

terminate this Charter and the Bareboat Charter at any time thereafter by giving notice to Owner,

such termination to take effect from the date on which such notice of termination is received by

Owner or from any later date stated in such notice.

50.6 The Parties agree that the execution of the Bareboat Charter shall not affect the validity of the

Letter of Quiet Enjoyment.

51. Purchase Option

51.1 Charterer shall have the option:

(a) upon the occurrence of an Owner‟s Default, which is not cured within the relevant cure

period prescribed under Clause 48 (where available); or


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(b) at the expiry of the Charter Period, by giving the Purchase Option Notice (as defined

hereinafter) at least twenty four (24) month prior to such expiry):

to purchase the Vessel on the terms of the sale and purchase agreement (the “Vessel Sale

& Purchase Agreement”) set out at Appendix IX. Such option shall be exercisable by

notice in writing to Owner (the “Purchase Option Notice”).

51.2 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. The Purchase Price for the Vessel shall be as set out at

Appendix X.

51.3 The Purchase Option Notice shall specify:

(a) The period of thirty (30) days after the date of the Purchase Option Notice within which

Charterer (or its nominee) will take delivery of the Vessel

Provided that:

(i) Where the Purchase Option Notice is given pursuant to Clause 51.1(a) above,

such period of 30 (thirty) days for delivery of the Vessel, shall start not earlier

than seven (7) days and end not later than one hundred and eighty (180) days,

from the date of issuance of the Purchase Option Notice; and

(ii) Where the Purchase Option Notice is given pursuant to Clause 51.1(b) above,

such period of 30 (thirty) days for delivery of the Vessel, shall start not earlier

than seven (7) days and end not later than one hundred and eighty (180) days,

from the expiry of the Charter Period.

(b) The port 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.

52. Vessel Management and Quality Assurance

52.1 Owner shall procure that the Manager of the Vessel shall manage and operate the Vessel

throughout the Charter Period in accordance with the requirements of this Charter. Owner shall

not be entitled to change the Manager of the Vessel without the prior written consent of Charterer.


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52.2 Charterer's acceptance of Manager is based in part upon an assessment of Manager‟s latest

OCIMF Tanker Management and Self Assessment II (including any subsequent revisions thereof)

report dated [INSERT DATE OF TMSA REPORT] (“TMSA”). Owner warrants that, as of the

date of this Charter and throughout the Charter Period, the TMSA does and will continue to

reflect accurately the status of Manager‟s safety and quality-management systems. Owner further

warrants that throughout the Charter Period, Manager will maintain or improve the safety and

quality-management achievement levels for each element identified in the TMSA.

52.3 Safety and Quality Management

(a) Owner shall maintain adequate records in relation to Health, Safety, Security and

Environmental issues (“HSSE”) sufficient to demonstrate compliance with the

requirements of this Charter.

(b) Owner warrants that Manager shall implement, operate and maintain throughout the

Charter Period:

(i) a safety management system certified to comply with the ISM Code; and

(ii) a quality assurance and quality management system reasonably acceptable to

Charterer (the “QA/QM System”);

which shall, in each case, cover all procedures and activities in relation to management of

the Vessel and its operation (including HSSE aspects) and be designed to ensure that the

standards set out in this Charter are met. Such systems shall as a minimum meet the

standard requirements of ISO-9001:2000 and ISO 14001:2004 or any subsequent addition

or substitution thereto.

(c) Owner shall supply documentation at each anniversary date of Delivery confirming the

continued maintenance of the safety management system and the QA/QM System.

52.4 Owner warrants that it shall submit to Charterer a monthly written report detailing all accidents

and incidents, and listing all key performance indicators agreed between Owner and Charterer.

52.5 Charterer reserves the right, for itself and any Oil & Gas Company, to confirm compliance with

the requirements of this Clause 52 by conducting audits of the records and management systems

of Owner and Manager. Owner shall authorise and procure permission for Charterer to audit at

any time during the Charter Period the Manager‟s safety management systems, QA/QM System


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and their records, including with respect to the Manager‟s level of achievement for each element

stated in the TMSA.

52.6 Owner shall procure that Manager updates its safety management systems and QA/QM System to

include any recommendation resulting from any audit conducted pursuant to Clause 52.5. If

Charterer finds that Manager has failed to maintain the safety and quality management

achievement levels identified in the TMSA, or failed to implement a recommendation resulting

from any previous audit within a reasonable period of time, and furnish a plan for corrective

action acceptable to Charterer (which acceptance shall not be unreasonably withheld) within

thirty (30) days after notice of such failure is given by Charterer to Owner, Charterer may, at its

option and upon notice to Owner, require Owner to promptly change Manager to another manager

acceptable to Charterer.

53. Port Documentation, Compliance with Port Requirements

53.1 Owner will comply and will ensure that the Vessel complies in all respects with any Applicable

Law from any port, harbour, or terminal to which the Vessel may be directed by Charterer under

this Charter.

53.2 Owner acknowledges and agrees that it shall comply with and be bound by the terms of any

Conditions of Use applicable to the use of any terminal to which the Vessel is directed under this

Charter, including any port at which such terminal is located, and agrees that it shall execute, or

cause its representatives or the Master to execute, or otherwise agree to each such Conditions of

Use, provided that Owner is able to obtain, on commercially reasonable terms, P&I cover from a

P&I Club that is a member of the International Group of P&I Club against any liabilities resulting

from such Conditions of Use.

53.3 Owner hereby expressly confirms that it shall be responsible for any loss, damage, delay or

expense arising from its failure to fulfil its obligations under this Clause 53.1.

53.4 Subject to Clause 53.1, any failure by Owner or its representatives or the Master to execute in a

timely manner any Conditions of Use required pursuant to Clause 53.1 shall be considered a

breach of a material provision by Owner under this Charter and, in the event any loss of time

occurs, Charterer shall have the right to put the Vessel off-hire for all time lost.

54. Gassing Up and Cooling Down

54.1 Except (i) following a Scheduled Dry-Docking or lay-up or (ii) when otherwise instructed by

Charterer, the Vessel shall always arrive at the loading port in a ready-to-load condition with the


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average vapour temperature of each cargo tank being no warmer than [minus one hundred and

thirty degrees Celsius (-130 °C). Owner and Charterer shall from time to time agree based on

current experience quantity of LNG to be retained on board following completion of discharge to

enable the Vessel to arrive at the next load port in a cold and ready to load condition and to

remain in that condition for a period of not less than thirty six (36) hours. However, the Master

shall at all times endeavour to keep to a minimum the quantity of LNG retained on board

following cargo discharge.

54.2 Charterer shall provide, without cost to Owner, LNG required for purging and gassing up or

cooling the Vessel‟s cargo tanks and other handling systems to the temperature necessary to

commence loading only in the following circumstances:

(a) upon arrival of the Vessel at the loading port prior to first loading of the Vessel following

Delivery

(b) following any Scheduled Dry-docking;

(c) upon return of the Vessel to the first loading port after any lay-up ordered by Charterer

pursuant to Clause 37, or after the Vessel has been withdrawn from service at the request

or convenience of Charterer;

(d) where the Vessel is delayed by reason of Charterer‟s instructions or by any incidence of

bad weather during which the Vessel is obliged to proceed in wind force in excess of

Beaufort Five (5) for a continuous period of more than twelve (12) hours in a twenty-four

(24) hour period; or

(e) where, at Charterer‟s instructions, insufficient LNG heel has been retained following

discharge of the Vessel.

54.3 Other than those set out in clause 54.2 Owner shall pay for, but Charterer shall provide, LNG

required to gas up and/or cool down the Vessel‟s cargo tanks at the FOB LNG Price (to the extent

required after the Commencement of Charter). The Vessel shall only be off-hire during such

gassing up and/or cooling down in all circumstances other than those set out in Clause 54.2.

55. Measuring Devices

55.1 Owner shall equip the Vessel with (a) tank tables, gauges and devices (including both primary

and back-up systems which shall each be of a different technology) for measuring temperature,

level and pressure; (b) list and trim gauging devices and (c) devices required for collecting


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samples of LNG carried on board which, in each case comply with International Standards and

the requirements of the regulatory authorities of any of the terminals, ports, or places to which the

Vessel is directed under the Charter.

55.2 Such tables, gauges and devices shall, at the time of their selection, be satisfactory to Charterer,

be of a design proven in service in worldwide LNG trade and the most accurate and reliable in

their practical application, and comply with the maximum permissible tolerances provided for in

Appendix I. Compliance with the foregoing shall, if and when requested by Charterer, be verified,

and if requested by Charterer certified, by an internationally recognised independent marine

surveyor chosen by Charterer, provided however that any such testing and verification shall be

carried out prior to Delivery and thereafter during any Scheduled Dry-docking. In such event,

Owner shall arrange for:

(a) the testing of the accuracy of such instruments and tank tables using methods that are

recommended by the manufacturer of the relevant instruments; and

(b) if such testing demonstrates that such instruments or tank tables are no longer accurate

and reliable and do not comply the maximum permissible tolerances provided for in

Appendix I (as applicable), the recalibration and certification of such instruments and

tank tables.

55.3 Charterer and its representatives (which may include any buyers or sellers of LNG) shall be

permitted to attend any measurement or calibration of the Vessel's measuring equipment, tank

tables or cargo tanks.

55.4 Owner shall, upon Delivery and on each occasion that such tanks tables are recalibrated, provide

Charterer with certified copies of the Vessel‟s tank gauge tables for each LNG tank.

55.5 In the event that any of the Vessel's calibration or measuring equipment is found to be incorrect or

if the accuracy of any such equipment fails to meet applicable tolerances, Owner shall take all

necessary steps, as soon as may be convenient to Charterer, to remedy the incorrectness or

inaccuracy to the satisfaction of an approved surveyor.

55.6 If the validity of the tank tables or any measurement, gauging or testing devices is reasonably

questioned, Charterer may require re-calibration of the LNG tank or tanks, or testing or

verification of such devices which shall be carried out during routine dry-docking or during a

repair period of sufficient duration. The Charterer shall be notified in advance for any subsequent

calibration during service life. If the tank tables are found to be incorrect, then the time and cost


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of such re-calibration shall be for Owner's account, but if not, the time lost and any reasonable

and proper costs shall be borne by Charterer.

55.7 The cost of any measurement, verification, testing or re-calibration required pursuant to this

Clause 55, including any time lost as a result thereof, shall be for Owner‟s account unless,

following testing and measuring, the equipment is found to be working within the maximum

permissible tolerances, in which case the costs of such verification, testing or re-calibration shall

be for Charterer‟s account.

55.8 Owner hereby agrees to compensate Charterer for any loss incurred as a result of any

incorrectness, inaccuracy or failure in the Vessel's cargo measuring equipment contemplated

pursuant to this Clause 55, such compensation may include, but shall not be limited to, putting the

Vessel off-hire or reducing the amount of hire payable under this Charter until such incorrectness,

inaccuracy or failure has been resolved or remedied. For the purpose of determining the extent of

compensation payable by the Owner to the Charterer pursuant to this Clause 55.8, the losses

incurred as a result of any incorrectness, inaccuracy or failure in the Vessel's cargo measuring

equipment in the immediately preceding three (3) voyages shall be considered, such loss to be

determined based on the loss suffered in the immediately preceding voyage.

56. Trading to the United States

56.1 US Coast Guard Regulations

(a) Owner warrants that the Vessel shall at Delivery, and throughout the Charter Period,

comply with all Applicable Laws imposed by the Unites States coast guard (the “US

Coast Guard Regulations”) and carry on board all the appropriate certification and

documentation, including a certificate of compliance and a certificate of financial

responsibility (water pollution), from time to time required by the US Coast Guard

Regulations (“US Coast Guard Documents”).

(b) It is agreed that the Vessel shall remain on hire during any inspection required to enable

the Vessel to comply with and obtain any of the US Coast Guard Documents, but if the

Vessel fails to comply with the US Coast Guard Regulations and does not obtain the US

Coast Guard Documents necessary to perform the intended voyage, the Vessel shall be

off-hire from the time of commencement of the inspection until the Vessel complies with

the US Coast Guard Regulations and obtains the relevant US Coast Guard Documents

and is in a position not less favourable to Charterer than that at which the Vessel was


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when such inspection commenced, including without limitation return to the berth, queue

position or place occupied by the Vessel when she went off-hire.

56.2 Automated Manifest System

(a) Owner warrants that it will at Delivery and throughout the Charter Period comply with all

Applicable Laws set down from time to time by Federal authorities of the United States

(including the US Bureau of Customs and Border Protection) and shall perform the

obligations of the “carrier” as defined under Federal Register 19 CFR Parts 4, 103

including the obtaining of a Standard Carrier Alpha Code number, the filing of cargo

manifests via the Vessel's Automated Manifest System and the posting of required

“International Carrier Bonds”.

(b) Charterer undertakes to provide, within a reasonable period after being requested by

Owner, such information that is required to enable Owner to comply with such

regulations.

56.3 Owner warrants that it will at Delivery and throughout the Charter Period at all time company

with any Applicable Law or guidelines issued by the National Oceanographic and Atmospheric

Administration (NOAA) in relation to any actions to be undertaken to avoid the striking by the

Vessel of protected sea turtles and cetaceans (such as whales, manatees or other mammals) and

with respect to the reporting of any such strikes by the Vessel causing injury to any protected

species.

57. ISPS Code / USMTSA 2002

57.1 Throughout the Charter Period, Owner shall procure that both the Vessel and “the Company” (as

defined by the ISPS Code) and the “owner” (as defined by the MTSA) shall comply with the

requirements of the ISPS Code relating to the Vessel, “the Company” and the “owner”. Upon

request, Owner shall provide documentary evidence of compliance with this Clause 57, together

with a copy of the relevant International Ship Security Certificate (or the Interim International

Ship Security Certificate) to Charterer. Owner shall also provide Charterer with the full style

contact details of the Company Security Officer or any person having responsibility within

Owner‟s organisation for security matters (“CSO”). Except as otherwise provided in this Charter,

any loss, damage, expense or delay, caused by failure on the part of Owner or “the Company”,

“owner” to comply with the requirements of the ISPS Code/MTSA or this Clause 57 shall be for

Owner‟s account.


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57.2 Charterer shall provide the CSO with their full style contact details and, where sub-letting is

permitted under the terms of this Charter, shall ensure that the contact details of any sub-

charterers are likewise provided to the CSO. Furthermore, Charterer shall ensure that any sub-

charter parties it enters into during the period of this Charter contain the following provision:

“Charterer shall provide Owner with its full style contact details and, where sub-letting is

permitted under the terms of the Charter, shall ensure that the contact details of any sub-charterer

are likewise provided to Owner.”

57.3 Notwithstanding anything else contained in this Charter, all delay, costs or expenses whatsoever

arising out of or related to security regulations or measures required by the port facility or any

relevant authority in accordance with the ISPS Code/MTSA (other than any measures described

in the security plan required by the ISPS Code or the MTSA and any measures required as a result

of Owner‟s negligence) shall be for Charterer‟s account. All measures required by Owner to

comply with the security plan required by the ISPS Code and MTSA shall be for Owner‟s

account.

58. Export Restrictions

58.1 The Master shall not be required or bound to sign bills of lading for the carriage of cargo to any

place to which export of such cargo is prohibited under the laws, rules or regulations of the

country in which the cargo was produced and/or shipped.

58.2 Charterer shall use reasonable endeavours to procure that all bills of lading issued under this

Charter shall contain the following clause:

“If any laws, rules or regulations applied by the government of the country in which the cargo

was produced and/or shipped, or any relevant agency thereof, impose a prohibition on export of

the cargo to the place of discharge designated in or ordered under this bill of lading, carriers shall

be entitled to require cargo owner forthwith to nominate an alternative discharge place for the

discharge of the cargo, or such part of it as may be affected, which alternative place shall not be

subject to the prohibition, and carriers shall be entitled to accept orders from cargo owner to

proceed to and discharge at such alternative place. If cargo owner fails to nominate an alternative

place within ten (10) days after it has received from carriers notice of such prohibition, carriers

shall be at liberty to discharge the cargo or such part of it as may be affected by the prohibition at

any safe place on which carriers or the Master may in their or his absolute discretion decide and


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which is not subject to the prohibition, and such discharge shall constitute due performance of the

contract contained in this bill of lading so far as the cargo so discharged is concerned.”

The foregoing provision shall apply mutatis mutandis to this Charter, the references to a bill of

lading, cargo owner and carrier being deemed to be references to this Charter, Charterer and

Owner respectively.

59. Drug and Alcohol Clause

59.1 Owner warrants that it has a policy on drugs and alcohol Abuse (the “Drug and Alcohol Policy”)

applicable to the Vessel which meets or exceeds the standards contained in the Oil Companies

Marine Forum “Guidelines for the Control of Drugs and Alcohol Onboard Ship”. Under the Drug

and Alcohol Policy, (a) alcohol impairment shall be defined as a blood alcohol content of 40

mg/100 ml or greater; (b) the appropriate seafarers to be tested shall include the Vessel's officers

and (c) the drug/alcohol testing and screening shall include unannounced testing in addition to

periodic testing. An objective of the Drug and Alcohol Policy should be that the frequency of the

unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be

tested at least once a year through a combined program of unannounced testing and routine

medical examinations.

59.2 Owner further warrants that the Drug and Alcohol Policy will remain in effect throughout the

Charter Period and that Owner shall exercise due diligence to ensure that the Drug and Alcohol

Policy is complied with.

60. Liens, Owner Financing and Letter of Quiet Enjoyment

60.1 Subject to Clause 60.3, Owner shall not have or allow others (claiming through Owner) to have a

Security Interest upon cargoes or freights, sub-freights, sub-hires or any sums payable to

Charterer with respect to sales of cargoes carried on the Vessel or demurrage for any amounts due

under this Charter.

60.2 Charterer shall not have or create any Security Interest on the Vessel (including for any monies

paid in advance and not earned, for any claims for damages arising from any breach by Owner of

this Charter and for other amounts due to Charterer under this Charter) except to the extent such

Security Interest arises by operation of law.

60.3 Owner warrants and undertakes that it will not, following execution of this Charter and during the

term of this Charter, create or permit to arise any Security Interest on or in the Vessel or in this

Charter without prior written consent of Charterer, other than:


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(a) liens in favour of the crew or of routine suppliers to the Vessel to an extent consistent

with International Standards which liens Owner shall exercise due diligence to avoid and,

if they arise, shall promptly remove);

(b) other liens arising by operation of law, which Owner shall exercise due diligence to avoid

and, if they arise, shall promptly remove; and

(c) a security assignment of this Charter, and a mortgage over the Vessel, each as may be

required in connection with any financing in respect of the Vessel provided that:

(i) such Security Interests have been approved in writing in advance by Charterer;

and

(ii) the holder of such Security Interests is (i) an international bank or other financial

institution; or (ii) a controlled affiliate of an international bank or other financial

institution; and

(iii) prior to the creation of such security interest, Charterer, Owner and Owner‟s

financiers have entered into a Letter of Quiet Enjoyment in the form annexed

hereto as Appendix XII.

60.4 Charterer has the right of quiet and peaceful use and enjoyment of the Vessel. Owner agrees and

undertakes that, provided that no circumstance has occurred and is continuing which entitles

Owner to withdraw the Vessel from the service of Charterer or otherwise terminate the Charter,

neither Owner nor any person lawfully claiming through Owner shall interfere with Charterer's

right of quiet and peaceful use and enjoyment of the Vessel.

60.5 If and to the extent that any liens or security interests exist over the Vessel either on Delivery or if

Owner fails to discharge or procure release from any liens or security interests during the Charter

Period, in each case not being liens or security interests permitted to exist under Clause 60.3,

Owner shall indemnify Charterer in respect of any losses, costs or liabilities arising as a result

thereof. Without prejudice to the foregoing, if any third party arrests, or otherwise detains the

Vessel as a result of, or enforces, such a lien or security interest, the Vessel shall be off-hire for

the period of such arrest or detention and if such arrest or detention is not lifted within fourteen

(14) days, Charterer shall be entitled to secure any claim for any lien or security interest or any

threatened claim and deduct the amount so paid by way of security from the hire payable under

this Charter, with hire to be correspondingly increased as and when such payment made by way

of security is irrevocably released to Charterer.


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61. Notices

61.1 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:

(a) Notice to Charterer:

To:

Telefax:

Email:

Attention:

Copy to:

Telephone:

Telefax:

Attention:

(b) Notice to Owner:

To:

Telefax:

Email

Attention:

Copy to:

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.

61.2 Any notice required under this 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;

62. Business Ethics

62.1 Compliance with Anti-Corruptions Laws

In recognition of the principles enshrined in the relevant international and regional conventions

on combating corruption and to ensure compliance with the anti-corruption laws applicable to the

activities under the Charter and any other anti-corruption laws otherwise applicable to the Parties

and their respective Affiliates:

(a) Each Party, in respect of the Charter and the matters that are the subject of the Charter,

warrants that neither it, nor to its knowledge anyone on its behalf, has made or offered

nor will make or offer any payment, gift, or promise or give any advantage, whether

directly or through an intermediary, to or for the use of any Public Official, where such

payment, gift, promise or advantage would be for purposes of:

(i) influencing any act or decision of such Public Official;

(ii) inducing such Public Official to do or omit to do any act in violation of his or her

lawful duties;

(iii) securing any improper advantage; or


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(iv) inducing such Public Official to use his or her influence to affect any act or

decision of any department, agency or instrumentality of any government or

public enterprise.

(b) Each Party, in respect of the Charter and the matters that are the subject of the Charter,

warrants that it has not made or offered and will not make or offer any payment, gift, or

promise or give any advantage, whether directly or through intermediaries, to or for the

use of any person (other than a Public Official) insofar as such payment, gift, promise or

advantage would be for purposes of inducing such person to do or omit to do any act in

violation of his or her lawful duty or to secure any improper advantage, or otherwise to

do or refrain from doing something that would violate the laws applicable to the activities

under the Charter.

(c) Each Party shall cause its directors, officers, employees, agents, suppliers and

subcontractors and their directors, officers, employees and agents to comply with the

obligations set forth in this Clause 62 and to warrant the same under the terms of their

agreements with any subcontractors or suppliers. In particular, Owner shall audit all its

major subcontractors to ensure compliance by them with this Clause 62, and Charterer

shall be entitled to request evidence reasonably satisfactory to it that Owner has complied

with this obligation.

(d) All financial settlements, billings and reports rendered to either Party by the other Party

shall accurately and in reasonable detail reflect all activities and transactions undertaken

in the performance of the Charter. Each Party also shall maintain adequate internal

controls to ensure that all payments made in performance of the Charter are authorized

and in compliance with the Charter. Each Party reserves the right to perform itself or

through a duly authorised representative, audits at the other Party‟s offices or any other

premises of that Party, its subcontractors and suppliers of all payments made by or on

behalf of that Party in relation to the work to be performed under this Contract. Each

Party agrees to cooperate fully in any such audit, including by making the relevant books

and records available to the other Party or its duly authorized representative and by

answering any relevant questions that such Party may have relating to its performance

under this Charter.

(e) All payments by Charterer to Owner shall be made in accordance with the terms of the

Charter. The payment indications notified in Owner‟s invoices shall be deemed to


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constitute a representation and warranty by Owner that the bank account so notified is

owned solely by Owner and that no person other than Builder has any ownership of or

interest in such account.

(f) Each Party represents and warrants that no Public Official or Close Family Member of a

Public Official owns or possesses, directly or indirectly, shares or any other beneficial

interest in that Party (other than through ownership of publicly traded securities that is

not sufficient to constitute a controlling interest), or is a director, officer or agent of that

Party, except for any ownership, interest or position that such Party has disclosed to the

other Party in writing. The foregoing representation and warranty will continue so long as

this Charter remains in effect. Each Party agrees to notify the other Party promptly of

any developments that would or might affect the accuracy of the foregoing representation

or warranty. In any case, if a Public Official or Close Family Member of a Public Official

owns or acquires, directly or indirectly, shares or any other beneficial interest in either

Party or its Affiliates, or is or becomes a director, officer or agent of a Party or its

Affiliates, the affected Party shall take appropriate steps to ensure that such Public

Official or Close Family Member of a Public Official avoids any conflict of interest,

complies with the legislation of [India] prohibiting conflicts of interest on the part of

Public Officials and complies with the anti-corruption provisions of [India].

62.2 Remedies for Breach of Anti-Corruption Provisions

Without prejudice to any other rights or remedies that either Party otherwise may have under this

Charter or at law, including but not limited to damages for breach of the Charter, if any of the

undertakings or requirements of this Clause 62 have not been complied with or fulfilled by the

other Party, such failure shall be treated as a material breach. In such case, Charterer shall have

the right:

(a) to suspend payment and/or require reimbursement of any advance payment made under

the Charter; and/or

(b) to terminate the Charter for Owner‟s default with immediate effect pursuant to Clause

48.1(l).

63. Safety and Consultation

63.1 Owner and Charterer recognise the importance of securing and maintaining safety in all aspects of

the activities contemplated by this Charter and undertake, subject to the other provisions of this


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Charter, to use their best endeavours to secure and maintain safety to the highest standards, in

relation to the loading, transportation and discharging of LNG.

63.2 Without prejudice to the generality of the foregoing and to the provisions of this Charter relating

to responsibility for repair, modifications, maintenance or otherwise and the incidence of cost and

time required for any such work, Owner and Charterer shall, in a spirit of mutual cooperation,

maintain a close relationship and close cooperation with relevant marine and other authorities

relating to safety and shall, subject as aforesaid, take note of all relevant laws, regulations and

orders relating to safety and shall pay due regard to guidance and restrictions relating to safety of

all operations such as, but not limited to navigation of the Vessel, berthing, unberthing, loading

and unloading.

63.3 For the better fulfilment of the foregoing objectives and to facilitate the efficient running of this

Charter, Owner and Charterer shall, without prejudice to any other provisions as to consultation

between the Parties contained in this Charter, meet and consult together as frequently as may be

necessary but not less than twice a year.

64. Confidentiality

64.1 The Parties agree to keep the terms and conditions of this 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

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) in respect of the Charterer, 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;


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(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;

(v) in respect of the Charterer, the Shipping Corporation of India Limited;

provided that the disclosing party shall exercise due diligence to ensure that no such

person shall disclose Confidential Information to any unauthorised recipient.

65. Performance Bank Guarantee and Owner’s Guarantee

65.1 Owner shall on or before the execution of this Charter, provide to the Charterer an irrevocable

performance guarantee from an Acceptable Bank in the form set out at Appendix XIII as follows

(the “Performance Guarantee”):

(a) For an amount equal to the hire of the Vessel for 180 days at the rate applicable on the

first day of the Initial Charter Period. This bank guarantee shall be valid until 90 days

after the Delivery of the Vessel.

(b) For an amount equal to the hire of the Vessel for 120 days at the rate applicable on the

first day of the Initial Charter Period. This bank guarantee shall be provided on the date of

Delivery of the Vessel, and shall remain valid until 90 days after the end of the Initial

Charter Period.

If the Charterer draws on the performance guarantee in whole or in part, owner shall

immediately restore the value of the performance guarantee to such value as existed prior

to such drawing upon it.

If Owner fails to restore within 15 days from such drawal the value of the performance

guarantee to the value existing prior to such drawal, or fails to cure any defect or

infirmity affecting the enforceability of such guarantee within 15 days of receipt by him

of instructions from Charterer to cure such defect or infirmity, then Charterer may

withhold the payment of Hire for the period starting 15 days after the notice of cure is

issued by Charterer, during which such default continues, and this does not entitle Owner

to withdraw the Vessel from service under this Charter. The payment for such period will

only be released after such default is cured and notwithstanding any other provision

herein, will not carry any interest.


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If the Performance Guarantee shall have an expiry date before the final resolution of all

disputes arising under the Initial Charter Period, and the Owner has not renewed or

replace the Performance Guarantee 30 days prior to its expiry, the Charterer may demand

payment of the Performance Guarantee in its full value. The sum paid to Charterer

pursuant to such demand shall be refunded to Owner as and when the Performance

Guarantee is renewed or replaced.

65.2 Together with the execution of this Charter, Owner shall also provide to Charterer an “Owner’s

Guarantee” from [INSERT NAME OF THE SINGLE LARGEST SHAREHOLDER],

guaranteeing all obligations of the Owner under this Charter, substantially in the form set out at

Appendix IV. The Owner‟s Guarantee shall remain valid until 90 days after the Delivery of the

Vessel.

65.3 Owner shall submit such other documents, evidence, legal opinions and information as Charterer

may reasonably require (a) with respect to the good standing of Owner or Owner's Guarantor and

(b) to substantiate that all relevant corporate action has been taken, and all necessary licences,

consents, authorisations and approvals have been obtained, for the execution, delivery,

performance, validity and enforceability of this Charter, Owner's Guarantee and all ancillary

documents.

65.4 Owner shall provide to Charterer each year promptly upon issue of the same the audited annual

accounts of Owner and Owner‟s Guarantor.

66. Representations

66.1 Each Party hereby represents and undertakes to the other as follows:

(a) It is duly incorporated and validly existing under the laws of its jurisdiction of

incorporation as a limited liability company;

(b) It has the requisite power and authority to enter into this Charter and the Tripartite

Agreement and to perform its obligations hereunder and thereunder and to consummate

the transactions contemplated herein;

(c) It has taken all necessary corporate action to authorise the entering into of this Charter,

and the Tripartite Agreement and the performance of its obligations hereunder and

thereunder and the consummation of the transactions contemplated herein;


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(d) Its obligations under this Charter, and the Tripartite Agreement constitute, its legal, valid

and binding obligations enforceable against it in accordance with their respective terms,

subject only to laws from time to time in effect relating to bankruptcy or affecting

generally the enforcement of creditors' rights and to general equitable principles;

(e) The execution and delivery of this Charter, the and the Tripartite Agreement and the

performance of its obligations hereunder and thereunder and the consummation of the

transactions contemplated therein do not and will not, in its reasonable opinion,

contravene or breach or constitute a default under or conflict or be inconsistent with or

cause to be exceeded any limitation on it imposed by or contained in:

(i) any Applicable Law to which it or any of its assets or revenues is subject, or of

any order, judgment, injunction, decree, resolution, determination, or award of

any court or any judicial, administrative, or governmental authority or

organisation which applies to it or any of its assets or revenues; or

(ii) any instrument or obligation to which it is a party or by which any of its assets or

revenues are bound or affected; or

(iii) its constitutional documents;

(f) No authorisations are required in its jurisdiction of incorporation to be obtained by it for

the entering into this Charter and the Tripartite Agreement, the performance of its

obligations hereunder and thereunder, or the consummation of the transactions

contemplated herein, except for those obtained prior to the date hereof; and

(g) It is not necessary in order to ensure the validity, enforceability or admissibility in

evidence of this Charter or the Tripartite Agreement, that this Charter [or the Tripartite

Agreement Tripartite] be filed, registered or recorded with any governmental, judicial or

public body or authority in its jurisdiction of incorporation or that any action be taken in

such jurisdiction other than any such filings which have been duly made.

67. Exclusion of Consequential Loss

Notwithstanding anything to the contrary herein neither Party shall be liable to the other for (a)

any indirect or consequential loss or damage or (b) for any loss or deferment of profit, income,

production or revenue incurred by the other Party or any of its Affiliates and arising out of or in

connection with this Charter. For the avoidance of doubt, loss incurred by the Charterer pursuant


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to an agreement for the sale or purchase of LNG as a result of Owner‟s Default will not be

considered direct loss for the purposes of this Charter.

68. Law and Jurisdiction

68.1 This charter, and any non-contractual obligations arising out of or in relation to it, shall be

governed by and construed in accordance with the laws of England.

68.2 For purposes of this Charter, “Dispute” means any dispute, difference, controversy or claim

arising out of, in relation to, or in connection with this Charter, including but not limited to the

validity, invalidity, construction, execution, meaning, performance or non-performance,

operation, effect or breach of this 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 Charter.

68.3 Subject to Clause 68.8 below, 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 [ ].

68.4 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.

68.5 Notwithstanding the foregoing, each Party expressly reserve the right to seek provisional or

protective relief from any court of competent jurisdiction to preserve its respective rights pending

during or after any arbitration proceedings, and in seeking such relief shall not waive the right of

arbitration.


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68.6 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).

68.7 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 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.

68.8 Notwithstanding Clauses 68.2 to 68.7:

(a) any dispute relating solely to the condition or performance of the Vessel, including any

dispute or difference arising out of or under Clauses 25 or 30 of this Charter (a

“Technical Dispute”) may, following written agreement to the same by the Parties, be

referred for determination to an expert, having experience in the construction and

operation of LNG vessels, acting as an expert and not as an arbitrator. The Parties shall

seek to agree upon the identity of the expert and jointly appoint that expert to determine

the Technical Dispute. If the Parties fail to agree upon the appointment of such an expert

within fourteen (14) days of their written agreement to refer the Technical Dispute to

expert determination, either Party may request the President for the time being of the

Institute of Naval Architects in London to make such appointment. The expert so

appointed shall be neither a [INSERT NATIONALITY OF OWNER PARENT

COMPANY] nor a national of the country of incorporation of Charterer and shall be

independent of both Parties. The expert's decision shall be final and binding upon the

Parties, save in case of manifest error.

(b) The costs of any expert appointed pursuant to this Charter together with the costs of such

proceedings shall be paid by the losing party or as the expert shall decide.

68.9 Each Party hereby irrevocably appoints the following person as its agent to receive service of

process in any English proceedings brought in support of any arbitration initiated under this

Charter:

Owner: [ ]

Fax to:


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Email:

Charterer: [ ]

Attention:

Each Party agrees that it will at all times continuously maintain an agent to receive service of

process in England on its behalf with respect to any English court proceedings brought in support

of any arbitration initiated under this Charter and in the event that, for any reason, such agent

named above or its successor shall no longer serve as agent of the applicable Party to receive

service of process in England with respect to any such proceedings under this Charter it shall

immediately appoint a successor and advise the other Party thereof. Failing this, the other Party

may appoint another process agent for this purpose. Each party agrees that failure by a process

agent to notify it of any process will not invalidate the relevant proceedings. This clause does not

affect any other method of service of process allowed by law.

69. Miscellaneous

69.1 Nothing in this Charter shall be construed as creating a demise or lease of the Vessel to Charterer.

69.2 Nothing in this 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 Charter be construed to create

the relationship of principal and agent.

69.3 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 or on behalf of the other Party in entering into this Charter or agreeing to any provision

hereof and that this Charter including the Appendices attached hereto (together with the Tripartite

Agreement) represents the whole of the agreement between Owner and Charterer in relation to its

subject matter. No addition to or variation of this Charter shall have any force or effect unless in

writing and executed by duly authorised representatives of Owner and Charterer.

69.4 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 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.


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69.5 If, at any time, any provision of this Charter is or becomes illegal, invalid or unenforceable in any

respect under any law of any jurisdiction, neither the legality, validity or enforceability of the

remaining provisions will in any way be affected or impaired.

69.6 No failure or delay by either Party in exercising any right or remedy under this 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 Charter are cumulative and not exclusive of any rights or remedies provided by

law.

69.7 Except as provided in Clause 34, no one who is not a party to this Charter shall have the benefit

of, or be entitled to enforce, any provision of this charter pursuant to the Contracts (Rights of

Third Parties) Act 1999.

69.8 The termination, cancellation or expiry of this charter shall not affect the rights and obligations of

the Parties which have accrued on or prior to, or arise in consequence of, such termination,

cancellation or expiry.

69.9 This Charter constitutes the entire agreement between the Parties bound hereby and supersedes

and replaces all other written or oral negotiations, representations, warranties, agreements, and

undertakings made or entered into by or between Owner and Charterer with respect to the subject

matter herein prior to the date of this Charter.

69.10 Appendices I to XIX to this Charter are deemed incorporated in and made an integral part of this

Charter.

Dated ________________ 2015

SIGNED by )

)

for and on behalf of )

)

in the presence of: )


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SIGNED by )

)

for and on behalf of )

)

in the presence of: )

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