Private and Confidential MASTER TIME CHARTER PARTY Between GAS-one Ltd, GAS-two Ltd, GAS-three Ltd, GAS-four Ltd, GAS-five Ltd and GAS-six Ltd And Methane Services Limited

1.

Description and Condition of Vessel

5

2.

Shipboard Personnel and their Duties

8

3.

Duty to Maintain

10

4.

Trading Limits and Safe Places

11

5.

Bunkers and LNG Heel at Delivery and Redelivery

12

6.

Grade of Bunkers

13

7.

Period, Delivery, Redelivery, Laydays and Cancelling

13

8.

Owners to Provide

14

9.

Charterers to Provide

14

10.

Rate of Hire

15

11.

Payment of Hire

15

12.

Space Available to Charterers

16

13.

Instructions and Logs

16

14.

Bills of Lading

17

15.

Conduct of Vessel’s Personnel

18

16.

LNG Retention/Supply for Operational Purposes

19

17.

Pilots and Tugs

20

18.

Super-Numeraries

20

19.

▇▇▇-▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇

▇▇

▇▇.

Final Voyage

21

21.

Loss of ▇▇▇▇▇▇

▇▇

▇▇.

Off-hire

22

23.

Ship to Ship Transfers and FPSO/FSRU Cargo Operations

25

24.

Periodical Dry-Docking & Cargo Containment System Inspection

26

25.

Ship Inspection

29

26.

Key Vessel Performance Criteria

29

27.

Salvage

31

28.

Lien

31

29.

Exceptions

31

30.

Injurious Cargoes

32

31.

Disbursements

32

32.

Laying-up

32

33.

Requisition

33

34.

Outbreak of War

33

35.

Additional War Expenses

33

36.

War Risks

33

37.

Piracy

34

38.

Both to Blame Collision Clause

36

39.

New ▇▇▇▇▇ Clause

36

40.

Clause Paramount

37

41.

Insurance/ITOPF

37

42.

Export Restrictions

38

43.

Business Principles

38

44.

Drugs and Alcohol

39

45.

Pollution and Emergency Response

39

46.

ISPS Code/USMTSA 2002

40

47.

Law and Litigation

41

48.

Confidentiality

41

49.

Construction

41

50.

Notices

41

51.

Invoices

43

52.

Ship Contact details

43

53.

Definitions

43

54.

Claim Validity Period

45

54.

Eligibility & Compliance

45

55.

Vapour Pressure

48

56.

Cargo Transfer Inspection and System Calibration

48

57.

Vessel Performance Data

49

58.

Third Party Vetting Information

49

59.

Taxes

49

60.

U.S. Compliance

49

61.

Compliance with The Bribery Act, 2010 (England and Wales) and the US Foreign Corrupt Practices Act (FCPA)

49

62.

Owners’ Defaults

52

63.

Charterers’ Defaults

54

64.

Quiet Enjoyment

55

65.

Construction

55

66.

*****

54

67.

Rights of Third Parties

55

68.

Consequential Losses

56

69.

Health, Safety, Security, Environment Reporting Requirements

56

APPENDIX A – List Of Primary Terminals

60

APPENDIX B – Monthly HSSE Report

63

APPENDIX C – Detailed Performance Criteria

64

APPENDIX D – Crew Experience Matrix

74

APPENDIX E – Ship Construction Requirements

76

APPENDIX F – BG Group Business Principles

78

1.

Description and Condition of Vessel

At the date of delivery of the Vessel under this charter and throughout the charter period:

(a)

she shall be classed by a classification society (“Classification Society”), which is a member of the International Association of Classification Societies;

(b)

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

(c)

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

(d)

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

(e)

her tanks, valves and pipelines shall be liquid and gas tight; she shall have a working inert gas system and nitrogen generator with officers and crew experienced in the operation of both;

(f)

she shall be in every way fitted for burning fuels, in accordance with the grades specified in Clause 6 hereof:

(i)

at sea, fuel oil in any proportion with LNG Boil-Off or 100% LNG Boil-Off for main propulsion (allowing the use of diesel oil for pilot). When transiting and manoeuvring in restricted waters only dual fuel mode is permitted; Owners and Charterers will discuss in good faith future operational process changes to allow 100% boil-off during transiting and manoeuvring (provided it can be demonstrated to be safe and reliable for the proposed operating modes); and heavy fuel oil, marine diesel oil and marine gas oil for auxiliaries;

(ii)

in port, fuel oil in boilers; and fuel oil in any proportion with LNG Boil-Off or 100% LNG Boil-Off (however always using a minimal amount of diesel oil for pilot purposes) for power generation;

(iii)

in all cases able to comply with all national and international emissions compliance regulations applicable to Charterers’ required trading routes in force at the keel laying date for a minimum of six (6) days at NCR without burning LNG; although Charterers shall allow Owners to take advantage of all relevant national and international waivers that exist related to the year of construction for future changes in regulations.

(iv)

in all eases able to maintain continuous safe operation of the vessel and all auxiliary equipment during switchover between different types of fuel in any consumer.

(g)

she shall have all her instrumentation calibrated and certified in accordance with the requirements of the Vessel’s Classification Society;

(h)

she shall have her cargo measuring equipment calibrated by a recognised calibration company as referenced in Clause 57 hereof and certified in accordance with the requirements of the Vessel’s Classification Society;

(i)

she shall have her inter-barrier and insulation spaces prepared and performing as per international regulations, and her containment system design conditions

(j)

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

(k)

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

(l)

she shall comply with the description in the LNG Gas Form C appended to the Confirmation Memorandum, provided however that if there is any conflict between the provisions of this Form C and any other provision, including this Clause 1, of this charter such other provisions shall govern;

(m)

her ownership structure, flag, registry, Classification Society and management company shall not be changed without prior approval of Charterers, which shall not be unreasonably withheld.

(n)

Owners shall complete the daily VRS Lite ShipNet template (Charterers’ Voyage Management System) on board the Vessel.

(o)

Owners shall arrange at their expense for a Ship Inspection Report (SIRE) inspection to be carried out at intervals of six (6) months plus or minus thirty (30) days. Upon delivery, Owners shall be responsible for obtaining a non-operational SIRE inspection prior to or at the first loading under this charter. If a non-operational SIRE inspection is completed prior to the first loading then Owners are responsible for ensuring that a full

operational SIRE inspection is carried out within three (3) months of the vessel delivery date or at first vessel discharge port, whichever is later.

(p)

Owners shall operate:

(i)

a Safety Management System (“SMS”) that shall comply as a minimum with the following regulations and/or industry standards, plus any additions, modifications or subsequent versions thereof: International Safety Management Code (“ISM Code”) for the Safe Operation of Ships and for Pollution Prevention, International Ship and Port Security Code (“ISPS”), International Convention for the Prevention of Pollution From Ships, 1973 as modified by the Protocol of 1978 (“MARPOL”), International Convention for Safety of Life at Sea, 1974 (“SOLAS”), International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1995 (“STCW”), best practice recommendations from the Tanker Management Self Assessment (“TMSA”), the International Safety Guide for Oil Tankers and Terminals (“ISGOTT”), Society of International Gas Tanker and Terminal Operators (“SIGTTO”) and the Code Of Safe Working Practices (“COSWOP”);

(ii)

a documented safe working procedures system within the SMS to address the Health Safety Security and Environment (“HSSE”) risks specific to the scope of work set out in this charter party and the management of controls to eliminate, reduce or mitigate these risks as low as reasonably practicable. Owners’ operations shall be certified, as a minimum to ISO:9001:2008;

(iii)

a documented environmental management system to protect environmental resources by applying best available techniques in to minimise or, where possible, eliminate any direct or indirect impact from operations; Owners shall meet the requirements of ISO 14001;2004 or demonstrate that plans are in place to obtain this certification within the next twelve (12) months from the charter start date,

(iv)

Owners and Charterers shall undertake to create and operate a Ship Energy Efficiency Management Plan (SEEMP) that is in line with the operating protocol for all Charterers owned fleet which is managed by Ceres LNG Services Ltd., of Bermuda, in accordance with IMO MEPC.1/Circ.683, to establish a mechanism for the company and / or the vessel to continuously improve the efficiency of ship operations. A key component of the SEEMP, the Energy Efficiency Operational Indicator (EEOI), shall be calculated in accordance with IMO MEPC.1/Circ.684. This plan and EEOI performance index shall be shared with the Charterers to facilitate a dialogue to collaborate on continuously improving the efficiency of ship operations and reduction of harmful emissions throughout the charter period;

(v)

a documented accident/incident reporting system compliant with flag state requirements.

(q)

Owners shall ensure that all crew are provided an orientation training programme for the Vessel with training relevant under the SMS. Owners shall ensure that all subcontractors visiting the Vessel shall receive a briefing or information on the parts of the SMS relevant to their visit and comply with the Owners’ HSSE policies and procedures during the visit.

(r)

Owners and Charterers shall discuss in good faith how the Vessel’s ballast water treatment system is fitted and operated in accordance with the International Convention for the Control and Management of Ships’ Ballast Water and Sediments and any additional national or local requirements that may be more stringent than the IMO requirements. The operation of this system shall not be the limiting factor for vessel loading or discharging times or any other vessel operation. Owners shall be allowed to take advantage of any IMO waivers that may be applicable in the fitting of such system.

(s)

At Charterers sole election and cost, the Vessel shall have a continuous emissions monitoring system on all exhaust gas emissions from non-emergency equipment to measure NOx, SOx and CO₂ emissions, which shall be operated and maintained to the IMO NOx Technical Code, EU and the USA EPA guidelines for exhaust stack emissions monitoring, and shall have a tamper-proof design as per MARPOL requirements.

(t)

Owners shall take all necessary precautions and measures specific for piracy deterrence in piracy prone areas of the world. This shall include using reference material and industry guidelines such as OCIMF Best management Practices (BMP).

2.

Shipboard Personnel and their Duties

(a)

At the date of delivery of the Vessel under this Charter and throughout the charter period:

(i)

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

(ii)

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

(iii)

all shipboard personnel shall be trained in accordance with Appendix D and the relevant provisions of the International Convention on Standards of Training, Certification and Watchkeeping (STCW) for Seafarers, 1995 or any additions, modifications or subsequent versions thereof. Shipboard personnel shall be trained to the SIGTTO “LNG Shipping Suggested Competency Standards 2005” or subsequent versions thereof and, preferably, certified to the SIGTTO “LNG Shipping Suggested Competency Standards 2005” or subsequent versions thereof.

(iv)

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

(v)

the terms of employment of the Vessel’s staff and crew shall always remain acceptable to the International Transport Worker’s Federation and the Vessel shall at all times carry a Blue Card;

(vi)

Vessel shall always operate with safe ▇▇▇▇▇▇▇ levels as designated in Appendix D. The Vessel shall maintain a STCW record of deviation hours for all officers aboard the Vessel and provide this record to the Charterers upon request. If Charterers express concern with the STCW deviation hours, Charterers and Owners shall discuss and agree to a mitigation plan that shall ensure the Vessel can comply with the requisite STCW rest hours.

(vii)

Charterers shall have the right to review the qualifications of the Master, Chief Officer, Chief Engineer, Second Engineer, Electrical Engineer, Electronics Officer, and the Gas Engineer. Charterers shall also have the right to interview these officers, at Charterers’ cost.

(viii)

Crew Experience levels shall fall within the requirements shown in Appendix D.

(ix)

Owners and Charterers shall discuss in good faith how to develop and employ a “Ship Operating Performance Profile” for the Vessel. Such Ship Operating Performance Profile shall be in accordance with, or similar to, the Ship Operating Performance Profile that Ceres LNG employs on BG owned vessels that they manage.

(b)

Owners guarantee that throughout the charter service the master shall with the Vessel’s officers and crew, unless otherwise ordered by Charterers:

(i)

prosecute all voyages with the utmost despatch;

(ii)

render all customary assistance; and

(iii)

load and discharge cargo as rapidly as possible when required by Charterers or their agents to do so, by night or by day, but always in accordance with the laws of the place of loading or discharging (as the case may be) and in each case in accordance with any applicable laws of the flag state and within the safe capabilities of the Vessel,

(c)

Owners shall at all times have responsibility for the proper stowage of the cargo and shall keep a strict account of all cargo loaded, Boil-Off, commencement and termination of forced cargo vaporisation and cargo discharged.

3.

Duty to Maintain

(a)

Throughout the charter service Owners shall, whenever the passage of time, wear and tear or any event (whether or not coming within Clause 29 hereof) requires steps to be taken to maintain or restore the conditions stipulated in Clauses 1 and 2(a), exercise due diligence so to maintain or restore the Vessel.

(b)

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

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

(c)

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

(d)

Owners shall advise Charterers immediately, in writing, should the Vessel fail an inspection by, but not limited to, a governmental and/or port state authority, and/or terminal and/or major charterer of similar tonnage. Owners shall simultaneously advise Charterers of their proposed course of action to remedy the defects, which have caused the failure of such inspection.

(e)

If, in Charterers reasonably held view:

(i)

failure of an inspection, or,

(ii)

any finding of an inspection,

referred to in Clause 3 (d), prevents normal commercial operations then Charterers shall have the option to place the Vessel off-hire from the date and time that the Vessel fails such inspection, or becomes commercially inoperable, and the Vessel shall remain off hire until the earlier of the date and time that the Vessel passes a re-inspection by the same organisation, or until the date and time that Owners and Charterers mutually agree that the Vessel is in a condition to pass such re-inspection or until the date and time that the Vessel becomes commercially operable, which shall be in a position no less favourable to Charterers than at which she went off-hire.

(f)

Furthermore, at any time while the Vessel is off-hire for a continued period of ***** under this Clause 3 (with the exception of Clause 3 (e)(ii)), Charterers have the option to terminate this Charter by giving notice in writing with effect from the date on which such notice of termination is received by Owners or from any later date stated in such notice. This sub-Clause (f) is without prejudice to any rights of Charterers or obligations of Owners under this Charter or otherwise (including without limitation Charterers’ rights under Clause 22 and 62 hereof).

4.

Trading Limits and Safe Places

(a)

The Vessel shall be used for the purpose of carrying all lawful merchandise (subject always to Clause 30) including in particular, LNG, in any part of the world as Charterers shall direct, subject to the limits of the current British Institute Warranties and any subsequent amendments thereof. Notwithstanding the foregoing, but subject to Clause 36, Charterers may order the Vessel beyond such limits provided that Owners consent thereto (such consent not to be unreasonably withheld) and that Charterers pay for any insurance premium required by the Vessel’s underwriters as a consequence of such order.

(b)

Charterers shall use due diligence to ensure that the Vessel is only employed between and at safe places (which expression when used in this Charter shall include ports, berths, wharves, docks, anchorages, submarine lines, alongside vessels or lighters, bunker barges and other locations including locations at sea, subject to rights and obligations under Clause 23) where she can safely lie always afloat. Notwithstanding anything contained in this or any other Clause of this Charter, Charterers do not warrant the safety of any place to which they order the Vessel and shall be under no liability in respect thereof except for loss or damage caused by their failure to exercise due diligence as aforesaid. Subject as above, the Vessel shall be loaded and discharged at any places as Charterers may direct.

(c)

Owners warrant that the Vessel is compatible with the LNG Terminals listed in Appendix A for berthing, unberthing, loading and discharging LNG cargo without modification to the Vessel. In the event that such modification to the Vessel becomes necessary as a result of changes in international regulations, national law or standards and/or are required by the Vessel’s Classification Society or flag state, the cost of such modification shall be for Owners’ account, and the Vessel shall be off-hire for the time required to effect such modifications unless this can be achieved without affecting the performance of the Vessel under this Charter.

(d)

If Charterers request, Owners shall agree to perform compatibility studies of terminals not listed as Primary Terminals in Appendix A hereof. Costs of routine communications and documentation support, such as submission of Gas Form C, Optimoor® studies and other data requests shall be for Charterers’ account. Required travel by Owners’ representative to the terminal as specifically requested and approved by Charterers shall be for Charterers’ account. If following such compatibility studies, Owners deem a terminal compatible; such terminal shall be added to the Primary Terminals list in Appendix A.

(e)

If Charterers direct the Vessel to any LNG loading or receiving facilities other than the LNG Terminals listed in Appendix A, Charterers shall give notice to Owners sufficiently in advance thereof so as to enable Owners to comply with environmental, fire prevention, health, safety and other similar regulations, including but not limited to compatibility studies of those terminals, applicable at such other place including any alteration in ship design. The reasonable cost and the necessary time taken to comply with such regulations, necessary, solely, to allow the Vessel to load or discharge at such other place, shall be for Charterers account. Charterers shall reimburse such costs to Owners against presentation to Charterers of appropriate invoices and supporting vouchers, except insofar as Owners are otherwise obliged to bear such costs in accordance with this Charter. For purposes of this sub Clause 4(d), should an alteration in ship design be required, Charterers and Owners shall discuss in good faith the requirement and its impact on the Vessel, with the aim of ensuring that Owners are not penalized by lower performance, reduced residual value, or similar.

(f)

In the event that at any time during the term of this Charter, Charterers request and Owners agree that upgrading works shall be carried out to the Vessel which constitute an alteration on the Vessel from that prevailing at the time of Delivery, the cost of such upgrading shall be agreed between Owners and Charterers. For the avoidance of doubt, if a “Change of Law” requires the Vessel to be modified in order for the Vessel to continue to operate in accordance with Clause 4 and this Charter, the cost of such modification shall be for Owners’ account. For the purpose of this sub Clause (f), “Change of Law” shall be defined as any law, statute, act, ordinance, rule, regulation, requirement or order of any international or national government or regulatory agency that comes into effect after the date of execution of this Charter.

(g)

Notwithstanding the above, the Vessel shall not be required to force ice or to follow icebreakers.

5.

Bunkers and LNG Heel at Delivery and Redelivery

(a)

Upon delivery, Charterers shall purchase all LNG (up to a maximum of 8,000 cbm unless otherwise mutually agreed), FIFO, gas oil and diesel on board at the documented cost of each. Original supplier invoices must be provided by Owners to Charterers.

(b)

Upon redelivery, Owners shall purchase all LNG (up to a maximum of 8,000 cbm unless otherwise mutually agreed), HFO, gas oil and diesel on board at the documented cost of each. Original supplier invoices must be provided by Charterers to Owners.

(c)

Owners shall make reasonable endeavours, but not be obligated, to deliver the Vessel with cargo tanks inerted or under natural gas vapours.

(d)

The Vessel shall be redelivered to Owners with its cargo tanks under natural gas vapours.

(e)

Throughout the Charter (and upon delivery and redelivery) the Vessel shall operate with at least a quantity of bunkers or Fuel Oil Equivalent, as defined in Clause 53, and a

quantity of diesel oil and nitrogen (if nitrogen is applicable) on board sufficient to prosecute safely each voyage or reach the nearest safe bunker port. The above amount shall be in addition to a safety reserve of fuel oil, which would enable the Vessel to steam at the Service speed defined in this Charter for a total of five days.

(f)

Notwithstanding anything contained in this Charter all bunkers and LNG Heel on board the Vessel shall, throughout the duration of this Charter, remain the property of Charterers or their nominee and can only be purchased on the terms specified in the Charter at the end of the charter period or, if earlier, at the termination of the Charter.

6.

Grade of Bunkers

(a)

Charterers shall supply fuel oil whose properties comply at a minimum with those set out in ISO Standard 8217:2010 for RMH380 and diesel oil as per ISO 8217:2010 DMB (with any subsequent amendments thereto) and marine gas oil as per ISO 8217:2010 DMX (with any subsequent amendments thereto). If Owners require the Vessel to be supplied with more expensive bunkers they shall be liable for the extra cost thereof.

(b)

Should Charterers trade the Vessel into a Emissions Control Area (“ECA”) as defined in Annex VI of MARPOL, then the Charterers shall either supply low sulphur fuel oil of a quality which the Vessel can use and which will satisfy the ECA requirements or allow forced vaporisation of cargo for fuel, sufficient for the Vessel’s need while in the restricted area, and the Owners shall provide segregated storage for the low sulphur fuel oil. If Owners are unable to provide segregated bunker tanks, then Owners shall reimburse Charterers for the additional cost of purchasing low sulphur fuel oil which is consumed outside of a ECA zone. This sub Clause 6(b) is not applicable to GasLog Singapore and GasLog Savannah; Charterers and Owners shall discuss in good faith how these two vessels can comply with this sub Clause 6(b).

(c)

Owners and Charterers can request the other party to provide bunker survey data to verify the quality of the bunkers on board, This request can be made at any time during the charter period or the Claim Validity Period.

7.

Period, Delivery, Redelivery, Laydays and Cancelling

(a)

Owners agree to let and Charterers agree to hire the Vessel commencing from the time and date of delivery to Charterers as provided in Clause 7(b) until time and date of redelivery to Owners as provided in Clause 7(c).

(b)

The Vessel shall be tendered for delivery in accordance with the stipulations of Article 3 of the Confirmation Memorandum.

(c)

The Vessel shall be redelivered in accordance with the stipulations of Article 4 of the Confirmation Memorandum.

(d)

Charterers shall have the option to extend the Charter as stipulated in Article 5 of the Confirmation Memorandum.

(e)

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

8.

Owners to Provide

Owners undertake to provide and to pay for all provisions, wages (including but not limited to all overtime payments), and shipping and discharging fees and all other expenses of the master, officers and crew; also, except as provided in Clauses 4, 9(c) and 35 hereof, for all insurance on the Vessel, for all deck, cabin and engine-room stores, lubricating oil, and for water; for all dry-docking, overhaul, maintenance and repairs to the Vessel; and for all fumigation expenses and de-rat certificates. Owners’ obligations under this Clause 8 extend to all liabilities for taxes, customs or import duties arising at any time during the performance of this Charter in relation to the personal effects of the master, officers and crew, and in relation to the stores, provisions and other matters aforesaid which Owners are to provide and pay for and Owners shall refund to Charterers any sums Charterers or their agents may have paid or been compelled to pay in respect of any such liability. Any amounts allowable in general average for wages and provisions and stores shall be credited to Charterers insofar as such amounts are in respect of a period when the Vessel is on-hire.

9.

Charterers to Provide

(a)

Charterers shall provide and pay for all fuel (which includes fuel consumed for the production of nitrogen and all Boil-Off gas, which in accordance with Charterers instructions is to be used as fuel) which must be supplied from a bunker supplier who applies the standards required by a first class operator, towage and pilotage and shall pay agency fees, port charges, commissions, expenses of loading and unloading cargoes, canal dues and all charges other than those payable by Owners in accordance with Clause 8 hereof, provided that all charges for the said items shall be for Owners’ account when such items are consumed, employed or incurred for Owners’ purposes or while the Vessel is off-hire (unless such items reasonably relate to any service given or distance made good and taken into account under Clause 22); and provided further that any fuel used in connection with a general average sacrifice or expenditure shall be paid for by Owners.

(b)

In respect of blinkers consumed for Owners’ purposes these will be charged on each occasion by Charterers at the Fuel Price.

(c)

If the trading limits of this Charter include ports in the United States of America and/or its protectorates then Charterers shall reimburse Owners for port specific charges relating to additional premiums charged by providers of oil pollution cover, when incurred by the Vessel calling at ports in the United States of America and/or its protectorates in accordance with Charterers’ orders.

10.

Rate of Hire

11.

Payment of Hire

(a)

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

(b)

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

(c)

any amounts due or reasonably estimated to become due to Charterers under Clause 3 (b), 16 or 26 and Appendix C hereof,

(i)

Owners shall notify Charterers of such default and Charterers shall within ***** of receipt of such notice pay to Owners the amount due, including interest, failing which Owners may withdraw and/or terminate the Vessel from the service of Charterers without prejudice to any other rights Owners may have under this Charter or otherwise. The period of ***** shall be extended by any period during which the Charterers are prevented from making payment by the Office of Foreign Asset Control in the United States of America; and

(ii)

interest on any amount due but not paid on the due date shall accrue from the day after that date up to and including the day when payment is made, at a rate per annum which shall be ***** per annum above LIBOR (as in effect on the day when such sum was originally due), or, if no such interest rate is published on that day, the interest rate published on the next preceding day on which such a rate was so published, computed on the basis of a 360 day year of twelve 30-day months, compounded semi-annually.

12.

Space Available to Charterers

13.

Instructions and Logs

14.

Bills of Lading

(a)

The master (although appointed by Owners) shall be under the orders and direction of Charterers as regards employment of the Vessel, agency and other arrangements, and shall sign Bills of Lading as Charterers or their agents may direct (subject always to

Clauses 36 (a) and 41) without prejudice to this Charter. Charterers hereby indemnify Owners against all consequences or liabilities that may arise:

(i)

from signing Bills of Lading in accordance with the directions of Charterers or their agents, to the extent that the terms of such Bills of Lading fail to conform to the requirements of this Charter, provided, however, that no further indemnity beyond that expressed in this Clause 14 or elsewhere in this Charter shall be implied against Charterers;

(ii)

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

(b)

If Charterers by telex, facsimile or other form of written communication that specifically refers to this Clause request Owners to discharge a quantity of cargo either without Bills of Lading and/or at a discharge place other than that named in a ▇▇▇▇ of Lading and/or that is different from the ▇▇▇▇ of Lading quantity, then Owners shall discharge such cargo in accordance with Charterers’ instructions in consideration of receiving the following indemnity, which shall be deemed to be given by Charterers on each and every such occasion and which is limited in value to 200% of the CIF value of the cargo carried on board:

(i)

Charterers shall indemnify Owners and Owners’ servants and agents in respect of any liability loss or damage of whatsoever nature (including legal costs as between attorney or solicitor and client and associated expenses) which Owners may sustain by reason of delivering such cargo in accordance with Charterers’ request.

(ii)

If any proceeding is commenced against Owners or any of Owners’ servants or agents in connection with the Vessel having delivered cargo in accordance with such request, Charterers shall provide Owners or any of Owners’ servants or agents from time to time on demand with sufficient funds to defend the said proceedings.

(iii)

If the Vessel or any other vessel or property belonging to Owners should be arrested or detained, or if the arrest or detention thereof should be threatened, by reason of discharge in accordance with Charterers’ instruction as aforesaid, Charterers shall provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such Vessel or property and Charterers shall indemnify Owners in respect of any loss, damage or expenses caused by such arrest or detention whether or not same may be justified.

(iv)

Charterers shall, if called upon to do so at any time while such cargo is in Charterers’ possession, custody or control, redeliver the same to Owners.

(v)

As soon as all original Bills of Lading for the above cargo which: a) name as discharge port the place where delivery actually occurred and, b) in the case of a negotiable ▇▇▇▇ of lading, entitle, either by consignment or endorsement, the party

to whom the cargo was released to take delivery of said cargo, arrived and/or come into Charterers’ possession, Charterers shall produce and deliver the same to Owners whereupon Charterers liability hereunder shall cease.

Provided however, if Charterers have not received all such original Bills of Lading by 24.00 hours on the day thirty-six (36) calendar months after the date of discharge, that this indemnity shall terminate at that time unless before that time Charterers have received from Owners’ written notice that aaa) Some person is making a claim, in connection with Owners delivering cargo pursuant to Charterers’ request or,

bbb) Legal proceedings have been commenced against Owners and/or carriers and/or Charterers and/or any of their respective servants or agents and/or the Vessel for the same reason.

When Charterers have received such a notice, then this indemnity shall continue in force until such claim or legal proceedings are settled. Termination of this indemnity shall not prejudice any legal rights a party may have outside this indemnity.

(vi)

Owners shall promptly notify Charterers if any person (other than a person to whom Charterers ordered cargo to be delivered) claims to be entitled to such cargo and/or if the Vessel or any other property belonging to Owners is arrested by reason of any such discharge of cargo.

(vii)

This indemnity shall be governed and construed in accordance with English law and each and any dispute arising out of or in connection with this indemnity shall be subject to the jurisdiction of the High Court of Justice of England.

(c)

Owners warrant that the Master will comply with orders to carry and discharge against one or more duly endorsed Bills of Lading from a set of original negotiable Bills of Lading should Charterers so require. Once delivery has been completed against one ▇▇▇▇ of lading, the others are to stand void.

15.

Conduct of Vessel’s Personnel

If Charterers complain of the conduct of the master or any of the officers or crew, Owners shall immediately investigate the complaint. If the complaint proves to be well founded, Owners shall, without delay, make a change in the appointments and Owners shall in any event communicate the result of their investigations to Charterers as soon as possible.

16.

LNG Retention/Supply for Operational Purposes

a)

Unless Charterers stipulate otherwise, Owners shall retain on board the Vessel following completion of discharge sufficient LNG Heel (which will be agreed with Charterers) to enable the Vessel to arrive at the next load port in a cold and ready to load condition and to remain in that condition for not less than twenty-four (24) hours.

b)

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

(i)

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

(ii)

when LNG is required by reason of:

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

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

(iii)

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

(iv)

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

(v)

where the LNG is required and caused directly by Charterers’ breach of this Charter.

(vi)

where the Vessel is presenting for the first time / maiden voyage

(vii)

where the loading of the Vessel has been delayed by forces beyond Owners’ control.

(viii)

following Periodical Dry-docking under Clause 24.

(c)

***** shall pay for LNG required for gassing up and cooling down the Vessel’s cargo tanks at the LNG Price,:

(i)

following periods of off-hire and such off-hire has solely caused the need to cool down. If the off-hire event is partially responsible for the requirement to gas up and/or cool down, both parties shall mutually discuss the allocation of costs;

(ii)

following requisition under Clause 33;

(iii)

where the LNG is required and directly caused by Owners’ breach of this Charter.

Quantities required for gas up and cool down shall be in accordance to the cool down tables that shall be provided by Owners to Charterers upon request.

In all cases where Owners are required to pay for LNG required for cooling hereunder, the LNG shall nevertheless be supplied by Charterers who shall be entitled to deduct the cost from the next payment of hire due to Owners at the LNG Price.

17.

Pilots and Tugs

18.

Super-Numeraries

19.

Sub-letting/Assignment/Novation

(a)

Charterers may sub-let the Vessel, but shall always remain responsible to Owners for due fulfilment of this Charter.

(b)

Additionally Owners and Charterers may assign or novate this Charter to any of their affiliates who have comparable credit worthiness and competence, with the benefit of

parent company guarantees, subject to the consent of the other party, such consent not to be unreasonably withheld.

(c)

For the avoidance of doubt, neither party hereto shall transfer its rights or obligations by sale, assignment, novation or other disposition to a non-affiliate.

(d)

In the event that Owners are desirous of transferring its rights, obligations, title and/or interest in the Vessel to an entity as part of a lease structure or to a bank or financial institution in respect of Owners’ financing and mortgaging of the Vessel, Owners shall seek Charterers’ consent. Such consent shall not be unreasonably withheld. In any case, Charterers shall respond to Owners request in ten (10) business days. Should response not be provided within the ten (10) business days period, Charterers shall be deemed to have given their consent. Notwithstanding anything in this sub Clause 19(d); Owners shall be fully obligated to provide a crew that is in accordance with all terms under this Charter.

20.

Final Voyage

(a)

disbursements on Owners behalf or charges for Owners’ account pursuant to any provision hereof, and

(b)

bunkers and LNG Heel on board at redelivery pursuant to Clause 5,

21.

Loss of Vessel

(a)

On each and every occasion that there is loss of time or unavailability of the Vessel to Charterers (whether by way of interruption in the Vessel’s service or, from reduction in the Vessel’s performance, or in any other manner whatsoever):

(i)

due to deficiency of personnel or stores; repairs; gas-freeing for repairs; time in and waiting to enter dry-dock for repairs; breakdown (whether partial or total) of machinery, boilers or other parts of the Vessel or her equipment (including without limitation tank coatings); overhaul, maintenance or survey; collision, stranding, accident or damage to the Vessel; or any other cause whatsoever preventing the efficient working of the Vessel; and such loss or unavailability continues for more than six (6) consecutive hours (if resulting from interruption in the Vessel’s service) or cumulates to more than six (6) hours (if resulting from partial loss of service); or

(ii)

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

(iii)

for the purpose of obtaining medical advice or treatment for or landing any sick or injured person (other than a Charterers’ representative carried under Clause 18 hereof) or for the purpose of landing the body of any person (other than a Charterers’ representative), and such loss continues for more than six (6) consecutive hours; or

(iv)

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

(v)

due to detention of the Vessel by authorities at home or abroad attributable to legal action against or breach of regulations by the Vessel, the Owners (unless brought about by the act or neglect of Charterers); or

(vi)

due to pre-docking and repair procedure including warming, gas freeing and inerting post arrival at the dry-dock port; or

(vii)

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

(viii)

due to post-docking or repair procedure including inerting, if such inerting is undertaken prior to sailing from the dry-dock port, gassing and cooling in excess of that undertaken for normal loading; or

(ix)

due to any other circumstances where the Vessel is off-hire under this Charter; or

(x)

due to late arrival for allocated opening for canal transit when such late arrival is due to Owners’ negligence or Vessel breakdown, or

then without prejudice to Charterers’ rights under Clause 3 or to any other rights of Charterers hereunder, or otherwise, the Vessel shall be off-hire from the commencement of such loss of time until she is again ready and in an efficient state to resume her service from a position not less favourable to Charterers than that at which such loss of time commenced; provided, however, that any service given or distance made good by the Vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from hire.

(b)

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

(i)

if the Vessel is unable to maintain a speed of at least 85% of the Guaranteed Speed under Clause 26 in wind and sea state not exceeding Beaufort force 5, Charterers shall have the option to place the Vessel off-hire but any distance made good by the Vessel whilst off-hire shall be taken into account in accordance with Clause 22(a);

(ii)

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

(c)

Further and without prejudice to the foregoing, in the event of the Vessel deviating (which expression includes without limitation putting back, or putting into any port other than that to which she is bound under the instructions of Charterers) for any cause or purpose mentioned in Clause 22 (a), the Vessel shall be off-hire from the commencement of such deviation until the time when she is again ready and in an efficient state to resume her service from a position not less favourable to Charterers than that at which the deviation commenced, provided, however, that any service given or distance made good by the Vessel whilst so off-hire shall be taken into account in assessing the amount to be deducted from hire. If the Vessel, for any cause or purpose mentioned in Clause 22 (a), puts into any port other than the port to which she is bound on the instructions of Charterers, the port charges, pilotage and other expenses at such port shall be borne by

Owners. Should the Vessel be driven into any port or anchorage by stress of weather hire shall continue to be due and payable during any time lost thereby.

(d)

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

(e)

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

(f)

All references to “time” in this Charter party shall be references to local time except where otherwise stated.

(g)

(i)

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

(ii)

If any LNG is lost as Boil-Off during periods of off-hire, Owners shall reimburse Charterers for the LNG lost at the LNG Price, less any Boil-off consumed in distance made good during the off-hire period by Owners.

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

(h)

If the cargo capacity of the Vessel is reduced for any reasons, Charterers shall have the option of putting the Vessel off-hire or using the Vessel, in which case hire shall be reduced pro rata to the reduction in the Vessel’s cargo capacity from the commencement of loading at the loading port until the Vessel is again ready to load at the next loading port without such reduction in capacity. Notwithstanding the option granted to Charterers by the foregoing and subject to Chatterers’ need for transportation, Charterers may agree (such agreement not to be unreasonably withheld) to allow Owners to repair the tanks of the Vessel at the earliest opportunity.

(i)

The Vessel shall additionally be off-hire as provided in this Clause 22 whenever there is loss of time:

i)

as a result of a boycott arising in connection with the business of Owners, the terms or conditions of employment of Owners’ servants, or employment, trades, or cargoes of the Vessel other than under this Charter;

ii)

due to restraint or interference in the Vessel’s operation by any governmental authority in connection with the ownership, registration, or obligations of Owners or the Vessel, or stowaways, or in connection with smuggling or other prohibited activities, unless such restraint or interference involves a cargo carried under this Charter, or Charterers themselves, or the shippers or receivers of such a cargo; or

iii)

due to strikes, labour boycotts or any other discrimination/difficulties against the Vessel because of Owners and/or their affiliates’ previous trade and/or the ownership and/or flag and/or officers and crew and/or officers and crews’ employment conditions;

and all losses, damages and expenses directly or indirectly incurred thereby (including bunkers consumed) shall be for Owners’ account.

(k)

In the event that the Vessel is off-hire for any reason other than in connection with periodical dry-docking pursuant to Clause 24 for any period in excess of ninety (90) consecutive days or exceeding ***** days in any period of three hundred and sixty five (365) days, Charterers shall have the option to terminate this Charter by giving notice in writing with effect from any date stated in such notice provided that the Vessel is free of cargo (other than LNG Heel) at the time when such notice becomes effective. This Clause 22(j) is without prejudice to any other rights or obligations of Owners or Charterers under this Charter. For the purposes of this Clause 22(j), in the event of partial, loss of service, the period of off-hire shall be the total period during which the Vessel is not fully efficient rather than the resulting loss of time.

23.

Ship to Ship Transfers and FPSO/FSRU Cargo Operations

(a)

Subject to the provisions of Clause 23 (b), Owners shall allow a transhipment of the cargo to another ship or floating storage re-gasification unit (FSRU) or loading from

floating production storage and offloading unit (FPSO) to be carried out, provided that a suitably documented formalised risk assessment is carried out, identifying potential hazards, probability and consequences and all risks identified can be mitigated adequately to the reasonable satisfaction of Charterers and Owners.

(b)

Such cargo operation shall be carried out in accordance with the recommendations set out in the latest version of ICS/OCIMF Ship-to-Ship Transfer Guide (Liquefied Gases), and SIGTTO’s “Considerations for Planning a Ship-to-Ship Transfer of LNG” as amended from time to time. Owners shall permit, at Charterers’ expense, personnel nominated by Charterers to attend any pre operation risk assessment workshops and to attend on board, subject to Clause 18, to observe in the transhipment operation although such operation shall always be the responsibility of Owners. All expenses required for the Ship-to-Ship Transfer shall be provided by the Charterers at Charterers’ expense, except insofar as Owners are otherwise obliged to bear such costs in accordance with this Charter.

(c)

Any transfer operations (herein also referred to as “lighterage”) to another ship, FSRU, or FPSO, and any extra equipment required for such, will be for Charterers’ account. All time including shifting time, if any, from the Vessel’s arrival and tendering notice of readiness at lighterage position until disconnection of hoses upon completion of lighterage operation or the removal /unloading of all fendering, hoses and other lighterage equipment (whichever is the later), to count as time on hire. All and any time during which the lighterage operation is discontinued due to breakdown of the Vessel’s equipment and/or operational inefficiency arising as a direct consequence of the additional requirements on the Vessel by the need to conduct such lightering operation, shall not count as off hire. All time and cost used and incurred for steaming/mooring, at Charterers request, from the Vessel’s arrival at the originally agreed lighterage location, shall count as time on hire. All port expenses, if any, incurred as a consequence of such lighterage operation always to be for Charterers’ account. If Owners are obliged to extend their existing insurance policies to cover lighterage operations, Charterers shall reimburse Owners for additional premium incurred, provided that Charterers are given prior notification (if possible) of the additional amount involved, Charterers must obtain permission from proper authorities to perform lighterage operation and all expenses in this connection shall be for Charterers’ account.

(d)

The loading or discharge at FSRUs, FPSOs, and to another ship shall be subject to Clause 23 and shall, for the avoidance of doubt, always be at the sole discretion of the Master and if at any time the loading or discharge operations are, or become unsafe then he/she may discontinue such operations.

24.

Periodical Dry-Docking & Cargo Containment System Inspection

(a)

Owners shall dry-dock the Vessel at least once in any ***** year period for the purposes of maintaining the Vessel’s underwater area, undergo cargo tank inspection and to effect equipment overhaul, scheduled maintenance, other necessary repairs, and re-certification, so that the Vessel is fit in every way for service under this Charter. Provided that Owners

can demonstrate to the Charterers satisfaction that a performing five year coating system has been applied to the hull, intermediate dockings will be permitted to be carried out afloat. If Owners elect to apply a five (5) year dry-docking cycle, they shall provide to Charterers a detailed master maintenance plan clearly showing how they will overhaul and maintain all critical equipment, including diesel generator engines, Low Duty gas compressors, and the GCU fans, between the major overhaul periods.

(b)

Owners shall give Charterers approximately twelve (12) months notice of any intended non-emergency dry-docking and the proposed locations, together with the reasons, for such dry-docking. Owners and Charterers shall work together to find the most optimal economic location for the dry-docking for both parties. The costs for different dry-dock locations shall be disclosed by Owners. If Charterers incur costs in delivering the Vessel to a cheaper dry-dock location versus one that falls outside the Vessel’s actual trade route, Owners and Charterers shall mutually agree an equitable economic solution. Owners and Charterers shall agree the actual date that the Vessel will be required to enter the dry-dock port ninety (90) days prior to such date.

In addition to any technical superintendent, the Owners shall supply a superintendent whose primary function is HSSE, to attend dry-docking periods. The suitability of the HSSE superintendant shall be agreed by the Owners and Charterers.

Charterers shall have the right to review the dry docking specifications and programme and, at Charterers’ costs, shall have the right to send up to two personnel to witness the dry docking.

(c)

In the event of dry-docking, the Vessel shall be off-hire when the vessel arrives at the dry-dock port on the actual date. On completion of dry-docking, the Vessel will be on-hire again upon exit from the dry-dock yard.

(d)

All dry-dock expenses and expenses of preparing the Vessel for dry-dock shall be for Owners’ account. Any natural gas vapour lost in gas freeing for the purpose of dry-docking shall be for Charterers’ account provided that during the last discharge prior to dry-docking Owners shall use their reasonable endeavours to pump out the maximum amount of cargo.

(e)

Provided that Charterers have been previously notified and agreed to the period in advance, Charterers agree to provide the Owners with a preventative maintenance window or windows that shall not exceed ***** per annum following Delivery until the first anniversary thereof and thereafter for each twelve (12) month period beginning on each anniversary of the Delivery (the “Yearly Allowance”). Owners shall be entitled to use the Yearly Allowance to carry out, with the approval of Charterers, scheduled preventative maintenance work to the Vessel. Owners shall provide Charterers with a completed Maintenance Request Form and subsequent maintenance reports on completion of maintenance.

After the first special survey of the Vessel; this Yearly Allowance shall increase to up to ***** per annum, provided that Charterers is able to provide up to ***** in underutilised time and that the maintenance has no impact on Charterers’ commercial operations. For the avoidance of doubt, the Yearly Allowance shall never be lower than *****.

(f)

Notwithstanding any other part of this Clause 24, Owners agree to carry out a secondary barrier integrity test (GTT Low Pressure Drop Test (LPDT) and Charterers’ Low Pressure Secondary Barrier Tightness Test (LPSBTT) or another mutually agreed testing methodology collectively the “Tests”) and inspection of primary barrier (cargo tank internal inspection) on the Vessel in accordance with established procedures every 30 months (+/- 6 months) and to review the results with Charterers. With regards to the Tests and cargo tank internal inspections, the following specific provisions shall apply:

i.

The Vessel shall remain on hire during the Tests and any cost associated with performing the Tests included but not limited to cost of gas freeing, inerting, gassing up and cooling down the tanks, shall be for Charterers’ account.

ii.

Charterers shall have the right to send up to two personnel to attend these tests and cargo tank internal inspection;

iii.

At least thirty (30) days prior to the occurrence of any Tests, Owners and Charterers will consult and agree based on the track record of historical data of these tests obtained by both Owners and Charterers, on the acceptance criteria (“Acceptance Criteria”). Owners and Charterers shall also receive clarification from the Classification Society as to the acceptance criteria for any primary barrier deformation;

iv.

If the results of the Tests do not meet the Acceptance Criteria, then Owners hereby agree to take the Vessel out of service within sixty (60) days to conduct a full SBTT test following class approved GTT procedures. If the class approved SBTT test does not meet the pre-agreed Classification Society acceptance criteria, Owners agree, at their costs, to carry out investigation and repair works to the secondary barrier, using the latest industry approved techniques, to demonstrate that the vessel and cargo containment system fully meets the requirements of the International Gas Carrier Code to the satisfaction of the Classification Society. Charterers have the right to attend and observe all testing, investigation, and repair works;

v.

If the class approved SBTT result meets the pre-agreed acceptance criteria of the Classification Society but in Charterers’ sole discretion does not meet Charterers’ internal criteria, Charterers shall have the right to request Owners and Owners shall thereby agree to repair the secondary barrier, to the satisfaction of Charterers. The costs of the repairs stated in this sub Clause (iv) shall be for Charterers’ account.

vi.

If the primary barrier deformation does not meet the Classification Society acceptance criteria, Owners agree to take the Vessel out of service and

investigate, and if necessary repair the primary barrier, to the satisfaction of the Classification Society.

Owners and Charterers hereby agree that following positive results being achieved on secondary barrier integrity testing and inspection of membrane primary barrier (cargo tank internal) of the *****; that Owners and Charterers will conclude that ***** frequency of secondary barrier integrity testing and inspection of primary barrier will become normal operating procedure. If defects or potential defects are found in either the secondary or primary barriers on any of these vessels, then the applicable secondary barrier integrity testing or primary barrier inspection shall continue at the *****.

25.

Ship Inspection

Charterers or their representatives shall have the right at any time during the charter period to make such inspection of the Vessel or necessary operational and condition audits of the Vessel crew, Owners’ office or Vessel’s technical manager as they may consider necessary. This right may be exercised as often and at such intervals as Charterers in their absolute discretion may determine and whether the Vessel is in port or on passage.

Owners shall afford all necessary co-operation and accommodation on board provided, however:

(a)

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

(b)

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

(c)

that any cost incurred by such inspections or audits shall be for Charterers’ account provided such costs have been disclosed to and approved by Charterers in advance;

(d)

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

(e)

that any overnight stays shall be subject to Clause 18.

26.

Key Vessel Performance Criteria

Subject to Appendix C, Owners guarantee that:

(a)

the Laden Service Speed shall be ***** knots;

(b)

the Ballast Service Speed shall be ***** knots;

(c)

the Minimum Speed shall be ***** knots;

(d)

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

(i)

a full cargo may be loaded within twelve (12) hours if the Vessel’s cargo tanks are colder than the tank design temperature for commencement of loading, excluding the time for connecting; disconnecting; cooling down; topping up and custody transfer measurement, and provided that the loading terminal is capable of pumping at least 13,000 cubic meters of LNG per hour to the Vessel at not less than 230 kPa (gauge) pressure at the flange connection between ship and terminal utilising a minimum of two liquid loading arms, and provided that the terminal is capable of receiving all return vapour from the Vessel that may be generated when loading the Vessel at the above specified flow rate of LNG;

(ii)

a full cargo may be discharged within thirteen (13) hours, excluding the time for connecting; disconnecting; cooling down; starting up pumps; ramping up; ramping down for stripping at end of discharge and custody transfer measurement, and provided that the discharge terminal is capable of receiving LNG at a rate of at least 12,000 cubic meters of LNG per hour with a back pressure at the flange connection between ship and terminal not exceeding 100 metres of liquid LNG of specific gravity of 0.47 utilising a minimum of two liquid unloading arms. The terminal must also be capable of providing sufficient return vapour to the Vessel to compensate for the displacement of the LNG being discharged from the Vessel;

(iii)

If Charterers request either slow loading or slow discharging, Owners shall permit such operations.

(e)

the Vessel’s guaranteed maximum fuel consumption on the laden leg shall be as defined by the table shown in Article 9(a) of the Confirmation Memorandum.

(f)

the Vessel’s guaranteed maximum fuel consumption on the ballast leg shall be as defined by the table shown in Article 9(b) of the Confirmation Memorandum:

Consumption figures in the above sub-Clauses (e) and (f) shall be *****.

(h)

The fuel oil equivalent factor (tonnes fuel oil per cubic metre (or mmBtu) of LNG) shall be calculated using actual bunker survey reports and LNG quality reports and engine performance data as provided in Gas Form C and shall be agreed upon by both Owners and Charterers.

(i)

the maximum laden Boil-Off shall be zero point one five percent (0.15%) per day of the Cargo Capacity on fully laden sea passages (or pro rated by the ratio of volumetric cargo loaded to cargo capacity if all tanks are not used);

(j)

the maximum ballast Boil-Off shall be ***** per day of the cargo capacity where the previous sea passage was fully laden and provided heel is carried in maximum two tanks and no spray cooling is required.

27.

Salvage

Subject to the provisions of Clause 22 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 Owners and Charterers provided that Charterers shall not be liable to contribute towards any salvage payable by Owners arising in any way out of services rendered under this Clause 27.

All salvage and all proceeds from derelicts shall be divided equally between Owners and Charterers after deducting the master’s, officers’ and crew’s share.

28.

Lien

Owners shall have a lien upon all cargoes and all freights, sub-freights and demurrage for any amounts due under this Charter; and Charterers shall have a lien on the Vessel for all monies paid in advance and not earned, and for all claims for damages arising from any breach by Owners of this Charter.

29.

Exceptions

(a)

Unless caused by the actual fault or privity of the Owners or the Vessel, the Vessel, her master and Owners shall not, unless otherwise in this Charter expressly provided, be liable for any loss or damage or delay or failure arising or resulting from any act, neglect or default of the master, pilots, mariners or other servants of Owners in the navigation or management of the Vessel; fire, collision or stranding; dangers and accidents of the sea; explosion, bursting of boilers, breakage of shafts or any latent defect in hull, equipment or machinery; provided, however, that Clauses 1, 2, 3 and 26 hereof shall be unaffected by the foregoing. Further, neither the Vessel, her master or Owners, nor Charterers shall, unless otherwise in this Charter expressly provided, be liable for any loss or damage or delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, lock-outs, riots, restraints of labour, civil commotion or arrest or restraint of princes, rulers, pirates or people,

(b)

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

(c)

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

(i)

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

(ii)

any claim (whether brought by Charterers or any other person) arising out of any loss of or damage to or in connection with cargo. Any such claim shall be subject to the Hague-Visby Rules or the Hague Rules or the Hamburg Rules, as the case may be, which ought pursuant to Clause 40 hereof to have been incorporated in the relevant ▇▇▇▇ of Lading (whether or not such Rules were so incorporated) or, if no such ▇▇▇▇ of Lading is issued, to the Hague-Visby Rules unless the Hamburg Rules compulsorily apply in which case to the Hamburg Rules.

(d)

In particular and without limitation, the foregoing subsections (a), (b) and (c) of this Clause shall not apply to or in any way affect any provision in this Charter relating to off-hire or to reduction of hire or Boil-Off or bunkers consumed during periods of off-hire.

30.

Injurious Cargoes

No acids, explosives or cargoes injurious to the Vessel shall be shipped and without prejudice to the foregoing any damage to the Vessel caused by the shipment of any such cargo, and the time taken to repair such damage, shall be for Charterers’ account. No voyage shall be undertaken, nor any goods or cargoes loaded, that would expose the Vessel to capture or seizure by rulers or governments.

31.

Disbursements

Should the master require advances for ordinary disbursements up to a cap of United States Dollars twenty-five thousand ($25,000) at any port, Charterers or their agents shall make such advances to him, in consideration of which Owners shall pay a commission of two and a half per cent, and all such advances and commission shall be deducted from hire.

32.

Laying-up

Charterers shall have the option, after consultation with Owners, of requiring Owners to lay up the Vessel at a safe place nominated by Charterers, taking into account questions of maintenance access and security and with Owners’ consent and always subject to Clause 4, in which case the hire provided for under this Charter shall be adjusted to reflect any net increases in expenditure reasonably incurred or any net saving which should reasonably be made by Owners as a result of such lay up. Charterers may exercise the said option any number of times during the charter period.

33.

Requisition

Should the Vessel be requisitioned by any government, de facto or de jure, during the period of this Charter, the Vessel shall be off-hire during the period of such requisition, and any hire paid by such governments in respect of such requisition period shall be for Owners’ account. Any such requisition period shall count as part of the charter period.

34.

Outbreak of War

If war or hostilities break out between any two or more of the following countries: United States of America, the countries or republics having been part of the former U.S.S.R (except that declaration of war or hostilities solely between any two or more of the countries or republics having been part of the former USSR shall be exempted), Peoples Republic of China, United Kingdom, and the country that the Vessel is registered in, then both Owners and Charterers shall have the right to cancel this Charter provided that such war or hostilities materially and adversely affect the trading of the Vessel for a period of at least 30 days.

35.

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, Charterers shall reimburse Owners for any additional insurance premiums, crew bonuses and other expenses which are reasonably incurred by Owners as a consequence of such orders, provided that Charterers are given notice of such expenses as soon as practicable, and provided further that Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of any claims by Owners under their war risk insurance arising out of compliance with such orders.

Any payments by Charterers under this Clause will only be made against proven documentation. Any discount or rebate refunded to Owners, for whatever reason, in respect of additional war risk premium shall be passed on to Charterers.

Charterers shall have the option of providing war risk coverage for the Vessel, subject to Owners’ consent, such consent not to be unreasonably withheld. Charterers shall always make Owners aware of the cover limits to ensure Owners have excess War P&I cover available under their respective P&I Club entries.

36.

War Risks

(a)

The master shall not be required or bound to sign Bills of Lading for any place which in his or Owners’ reasonable opinion is dangerous or impossible for the Vessel to enter or reach owing to any blockade, war, hostilities, warlike operations, civil war, civil commotions, terrorism or piracy revolutions.

(b)

If in the reasonable opinion of the master or Owners it becomes, for any of the reasons set out in Clause 36 (a) or by the operation of international law, dangerous, impossible or prohibited for the Vessel to reach or enter, or to load or discharge cargo at, any place to

which the Vessel has been ordered pursuant to this Charter (a “place of peril”), then Charterers or their agents shall be immediately notified in writing or by radio messages, and Charterers shall thereupon have the right to order the cargo, or such part of it as may be affected, to be loaded or discharged, as the case may be, at any other place within the trading limits of this Charter (provided such other place is not itself a place of peril). If any place of discharge is or becomes a place of peril, and no orders have been received from Charterers or their agents within 48 hours after dispatch of such messages, then Owners shall be at liberty to discharge the cargo or such part of it as may be affected at any place suitable for the discharge of LNG which they or the master may in their or his discretion select within the trading limits of this Charter and such discharge shall be deemed to be due fulfilment of Owners obligations under this Charter so far as cargo so discharged is concerned.

(c)

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

Charterers shall procure that all Bills of Lading issued under this Charter shall contain the Chamber of Shipping War Risks Clause 1952.

37.

Piracy

a)

Subject to Clause 37(e) below, if the Vessel proceeds to or through an area in which there is a current risk of piracy, verified by the International Group of P&I Clubs, Owners shall be entitled:

i)

to take reasonable preventive measures to protect the Vessel, her crew and cargo by proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security personnel or equipment (provided that where security personnel or equipment are supplied by third party, private sector, or

nongovernmental entities, such security personnel shall not be armed and such equipment shall be non-lethal), on or about the Vessel;

ii)

to follow any orders given by the flag state, any governmental or supra governmental organization; and

iii)

where there is an actual, imminent act of piracy, and only after giving Charterers reasonable advance notice, to take a safe and reasonable alternative route 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 in which case Owners shall give Charterers reasonable advance notice of the alternative route, an estimate of time and bunker consumption and a revised estimated time of arrival.

b)

Subject to sub Clause 37(e) below, *****.

c)

Subject to Clause 37(e), the Vessel shall remain on-hire for any time lost taking the measures referred to in sub Clause 37(a) of this Clause.

d)

Where, notwithstanding the taking of any of the measures referred to in sub Clause 37(a) above, and where not caused by a lack of due diligence on Owners’ part, and where Charterers have not purchased off-hire insurance pursuant to sub Clause 37(e) below, the Vessel is captured by pirates, hire shall be payable at 100% of the hire rate for the duration of any such capture. As is further set forth in sub Clause 37(e) and for the avoidance of doubt, should Charterers purchase the off-hire insurance more fully described below, the Vessel shall be off-hire during the attack or seizure by pirates.

e)

Charterers shall have the option, where the Vessel is scheduled to transit to or through an area in which there is a current risk of piracy, verified by the International Group of P&I Clubs, to require Owners to either (a) extend existing war risk insurance; or (b) purchase off-hire insurance, adding Charterers as co-assured, and which in either case will cover loss of hire, the cost of which shall be reimbursed by Charterers, provided always that (i) the terms of cover and cost have been disclosed to, and agreed by, Charterers prior to the purchase of such insurance; and (ii) that following the exercise of such option, the Vessel shall be off-hire for any time lost as a result of an attack or capture by pirates.

f)

Charterers may elect, at any time, to pay any relevant insurances as described in sub Clause 37(e) directly.

g)

Boil-off losses during piracy shall be for Charterers’ account.

38.

Both to Blame Collision Clause

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 owners of the cargo carried hereunder will indemnify the carrier against all loss, or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of the said cargo and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.”

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

Charterers shall procure that all Bills of Lading issued under this Charter shall contain a provision in the foregoing terms to be applicable where the liability for any collision in which the Vessel is involved falls to be determined in accordance with the laws of the United States of America.

39.

New ▇▇▇▇▇ Clause

General average contributions shall be payable according to York/Antwerp Rules, 1994, as amended from time to time, and shall be adjusted in London in accordance with English law and practice but should adjustment be made in accordance with the law and practice of the United States of America, the following position shall apply:

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

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

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

40.

Clause Paramount

Charterers shall procure that all Bills of Lading issued pursuant to this Charter shall contain the following:

“(a)

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

“(b)

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

“(c)

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

“(d)

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

“(e)

Nothing in this ▇▇▇▇ 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.”

41.

Insurance/ITOPF

Owners warrant that the Vessel is now, and will throughout the duration of the Charter:

(a)

be owned or demise chartered by a member of the International Tanker Owners Pollution Federation Limited;

(b)

be properly entered in a reputable P&I Club that is a member of the International Group of P&I Clubs;

(c)

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

(d)

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

Owners will provide, within a reasonable time following a request from Charterers to do so, documented evidence of compliance with the obligations in this Clause 41.

42.

Export Restrictions

The master shall not be required or bound to sign Bills of Lading for the carriage of cargo to any place to which export of such cargo is prohibited under the laws, rules or regulations of the country in which the cargo was produced and/or shipped.

Charterers shall procure that all Bills of Lading issued under this Charter shall contain the following clause:

“If any laws rules or regulations applied by the government of the country in which the cargo was produced and/or shipped, or any relevant agency thereof, impose a prohibition on export of the cargo to the place of discharge designated in or ordered under this ▇▇▇▇ of Lading, carriers shall be entitled to require cargo owners forthwith to nominate an alternative discharge place for the discharge of the cargo, or such part of it as may be affected, which alternative place shall not be subject to the prohibition, and carriers shall be entitled to accept orders from cargo owners to proceed to and discharge at such alternative place. If cargo owners fail to nominate an alternative place within 72 hours after they or their agents have received from carriers notice of such prohibition, carriers shall be at liberty to discharge the cargo or such part of it as may be affected by the prohibition at any safe place on which they or the master may in their or his absolute discretion decide and which is not subject to the prohibition, and such discharge shall constitute due performance of the contract contained in this ▇▇▇▇ 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 ▇▇▇▇ of Lading being deemed to be references to this Charter.

43.

Business Principles

Owners shall act in a manner consistent with BG Group’s Business Principles set out in Appendix F so as to enable Charterers to operate in accordance with those principles. Owners shall comply with the procedures for monitoring and reporting compliance as set out in the Business Principles Appendix F.

Owners acknowledge that Charterers have a reporting policy and facility respectively called the ‘Speak Up Policy’ and ‘Speak Up’. The Speak Up Policy requires Charterers’ employees, and

encourages others, to report any situation where there is reason to suspect that there has been a breach, or suspected breach, of BG Group’s Business Principles or other misconduct, Speak Up provides reporting channels by telephone and internet service (accessed via the BG Group website or through ▇▇▇.▇▇-▇▇▇▇▇▇▇.▇▇▇) to communicate any concerns confidentially. Owners are expected to use Speak Up.

44.

Drugs and Alcohol

Owners warrant that they have in force an active policy covering the Vessel which meets or exceeds the standards set out in the “Guidelines for the Control of Drugs and Alcohol On Board Ship” as published by the Oil Companies International Marine Forum (OCIMF) dated January 1990 (or any subsequent modification, version, or variation of these guidelines) and that this policy will remain in force throughout the charter period, and Owners will exercise due diligence to ensure the policy is complied with.

45.

Pollution and Emergency Response

Owners are to advise Charterers of organisational details and names of Owners’ personnel together with their relevant telephone/facsimile/e-mail details, including the names and contact details of Qualified Individuals for OPA 90 response, who may be contacted on a 24-hour basis in the event of oil spills or emergencies.

Notice to Owners’ Pollution and Emergency Response Department:

Attn

: Emergency Response Manager

Address

: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇

Telephone

: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇-▇-▇

Fax

: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇

E-mail

: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Cc

: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Notice to Charterers’ Pollution and Emergency Response Department:

Attn

: Duty Officer

Address

: BG Group, ▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇.

Telephone

: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ (primary); ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ (secondary)

Fax

: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

E-mail

: ▇▇▇▇▇@▇▇-▇▇▇▇▇.▇▇▇

  ▇▇▇▇▇▇▇▇@▇▇-▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇@▇▇-▇▇▇▇▇.▇▇▇

Cc

: ▇▇▇▇▇.▇▇▇@▇▇▇.▇▇▇

Owners shall also refer the initial incident notification instructions detailed within the Charterers’ Instructions.

46.

ISPS Code/USMTSA 2002

(a)

(i)

During the currency of this Charter, Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) and the “owner” (as defined by the MTSA) shall comply with the requirements of the ISPS Code relating to the Vessel and “the Company” and the requirements of MTSA relating to the Vessel and the “owner”. Upon request Owners shall provide documentary evidence of compliance with this Clause 46 (a) (i).

(ii)

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

(b)

(i)

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

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

(ii)

Except as otherwise provided in this Charter, loss, damage, expense or delay, caused by failure on the part of Charterers to comply with this sub-Clause 46 (b) shall be for Charterers’ account.

(c)

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

(d)

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

(e)

If either party makes any payment, which is for the other party’s account according to this Clause, the other party shall indemnify the paying party.

47.

Law and Litigation

(a)

This Charter shall be construed and the relations between the parties determined in accordance with the laws of England.

(b)

Each of the parties hereto hereby submits to the exclusive jurisdiction of the High Court of London for the purposes of all legal proceedings arising out of or relating to this Charter or the transactions contemplated hereby. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

(c)

It shall be a condition precedent to the right of any party to a stay of any legal proceedings in which maritime property has been, or may be, arrested in connection with a dispute under this Charter, that that party furnishes to the other party security to which that other party would have been entitled in such legal proceedings in the absence of a stay.

48.

Confidentiality

All terms and conditions of this Charter arrangement shall be kept private and confidential. Charterers or Owners shall have the right to release information as part of a mandatory audit requirement or third party contractual obligation, provided the auditors or third party sign a mutually agreed confidentiality agreement.

49.

Construction

The side headings have been included in this Charter for convenience of reference and shall in no way affect the construction hereof.

50.

Notices

a)

Whenever written notices are required to be given by either party to the other party, such notices shall be sent by fax, registered mail, e-mail or registered airmail to the following addresses:

Notice to Owners:

Attn

:

▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Address

:

▇▇▇▇▇ ▇▇▇▇▇▇ Center, ▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇

Telephone

:

▇▇▇▇ ▇▇▇▇▇▇▇▇/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ (AOH)

Fax

:

▇▇▇▇ ▇▇▇▇▇▇▇▇

E-mail

:

▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

Cc

:

▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Notice to Charterers:

Attention

:

LNG Charter Manager

Address

:

BG Group

▇▇▇ ▇▇▇▇ ▇▇.,

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇ of America

Telephone

:

▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Facsimile

:

▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Email

:

▇▇▇▇▇▇▇▇▇▇▇@▇▇-▇▇▇▇▇.▇▇▇

Notice to Owner’s Operations Department:

Attn

:

Duty Manager

Address

:

▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇

Telephone

:

▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇

Fax

:

▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇

E-mail

:

▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Cc

:

▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Notice to Charters’ Operations Department:

Attention

:

Vessel Coordinator

Address

:

BG Group

Global LNG Shipping,

▇▇▇ ▇▇▇▇ ▇▇.,

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

Telephone

:

▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Facsimile

:

▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Email

:

▇▇▇▇▇▇▇▇@▇▇-▇▇▇▇▇.▇▇▇

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

b)

Any notice required under this Charter to be given in writing shall be deemed to be duly received only:

i)

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

ii)

In the case of a facsimile or e-mail, at the time of transmission recorded on the message if such time is within normal business hours (09:00 - 17:00) in the country of receipt, otherwise at the commencement of normal business hours on the next working day at the place of receipt.

51.

Invoices

All invoices should be sent to the following contacts and shall be deemed to be duly received as per Clause 50(b):

Owners:

Attn

:

Chief Financial Officer

Address

:

▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇

Telephone

:

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Fax

:

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E-mail

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Cc

:

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Charterers:

Attention

:

LNG Charter Manager

Address

:

BG Group

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▇▇▇▇▇▇ ▇▇▇▇▇ of America

Telephone

:

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Facsimile

:

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Email

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52.

Ship Contact details

The Vessel’s contact details shall be specified in Article 8 of the Confirmation Memorandum

53.

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;

“Boil-Off”

means the vapour, which results from vaporization of LNG in the cargo tanks.

“Cargo Capacity”

means the maximum safe LNG loading limit of the Vessel as per LNG Form C.

“Certificate of Financial Responsibility”

means a certificate of financial responsibility as required by the US Oil Pollution ▇▇▇ ▇▇▇▇.

“Fuel Oil Equivalent”

refers collectively to its two components, fuel oil and Boil-Off gas and is measured in metric tonnes

applying the fuel oil equivalent factor set out in Clause 26 (f).

“Fuel Price”

means last invoiced price per increment of volume bunkered in USD $per metric tonne (or relevant volumetric unit)

“Gas Free”

means the Vessel’s cargo tanks are free off all natural gas vapour and under an atmosphere of inert gas.

“GCU”

Gas Combustion Unit

“LNG”

means natural gas liquefied by cooling and which is in a liquid state at or near atmospheric pressure.

“LNG Heel”

means cargo retained in the cargo tanks on completion of discharge.

“LNG Price”

means the ex-ship price of LNG in USD/mmBtu at the port where the LNG was retained, based upon composition of LNG at discharge (except for LNG supplied for cool down at a loading port, and for excess LNG boiled off on ballast leg, where the price will be based on the price charged by the terminal for cool down LNG).

“NCR”

“NCR” Normal Continuous Rating

“Service Speed”

shall have the meaning ascribed to it in Appendix C, Article 1. (a).

“BG Group”

mean companies owned directly or indirectly by BO Group plc.

“Vessel”

means each Vessel designated under paragraph 2 of the Confirmation Memorandum and such term shall include each of them or any of them or either of them, as the context may require.

54.

Claim Validity Period

Any claims arising under this Charter party must be brought within twelve (12) months of the conclusion of the Charter.

54.

Eligibility & Compliance

At all times during this Charter;

(a)

the Vessel shall be in all respects eligible under applicable conventions, laws and regulations for, and shall not be prevented for any reason whatsoever from, trading to and from the ports and places permitted in Clause 4 of the Charter;

(b)

Without prejudice to Clause 65, the Vessel shall comply with all applicable conventions, laws, rules and regulations of any international, national, state or local government entity having jurisdiction and shall have on board for inspection by the authorities all necessary certificates, records, letters and other documents evidencing such compliance, including but not limited to certificates evidencing compliance with international and US oil pollution regulations, SOLAS 1974, as amended and MARPOL 1973/1978; and

(c)

the Vessel shall comply fully with all applicable U.S. Federal, U.S. Coastguard and State laws, rules, orders, regulations, guidelines and circulars now in effect and which may be promulgated (and subsequent amendments and successors thereto) including, but not limited to, the following provisions relating to maritime safety and oil pollution response:

i)

the U.S. Federal Water Pollution Control Act (as amended by the Clean Water Act of 1977 (Water Pollution));

ii)

the U.S. Oil Pollution Act of 1990 and the governmental regulations issued thereunder (“OPA-90”);

iii)

the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980; and

iv)

the U.S. Port and Tanker Safety Act;

v)

the U.S. Coastguard Navigational and Vessel Inspection Circular No. 8-92;

vi)

the Code of Federal Regulations;