EX-10.12 15 nt10010929x7_ex10-12.htm EXHIBIT 10.12

Exhibit 10.12

 

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

 

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s
  Memorandum of Agreement for sale and
  purchase of ships. Adopted by BIMCO in 1956.
  Code-name
  SALEFORM 2012
  Revised 1966, 1983 and 1986/87, 1993 and 2012

 

 

 

 

       
Dated: 17 December 2019 1
Golar Hull M2023 Corp.(Name of sellers) (a company incorporated under the laws of The Republic of 2
The Marshall Islands with registration number 46820), hereinafter called the “Sellers”, have agreed to sell, and  
Oriental Fleet LNG 02 Limited (Name of buyers)(a company incorporated under the laws of the 3
Republic of the Marshall Islands with registration number 103074), hereinafter called the “Buyers”, have agreed to buy:  
Name of vessel: m.v. “Golar Penguin” 4
IMO Number: 9624938 5
Classification Society: DNV GL 6
Class Notation:  X1A1 Tanker for liquefied gas BIS Clean COAT-PSPC(B) COMF(C-3, V-2) CSA(2) E0 Gas 7
fueled NAUT(OC) NAUTICUS(Newbuilding) Recyclable TMON  
Year of Build: 2014 Builder/Yard: Samsung Heavy Industries 8
Flag: The Republic of The Marshall Islands      Place of Registration: Majuro      GT/NT: 102100 tons/30631 9
tons    
hereinafter called the “Vessel”, on the following terms and conditions: 10
Definitions (See also Clause 26 (Further definitions) 11
“Banking Days” are days (other than a Saturday or Sunday) on which banks are open both in the country of the currency stipulated for 12
the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 13
(DocumentationConditions precedent) and Hong Kong, London, New York, Oslo and Shanghai (add 14
additional jurisdictions as appropriate).  
“Buyers’ Nominated Flag State” means The Republic of The Marshall Islands (state flag state). 15
“Class” means the class notation referred to above. 16
“Classification Society” means the Society referred to above. 17
“Deposit” shall have the meaning given in Clause 2 (Deposit) 18
“Deposit Holder” means ______ (state name and location of Deposit Holder) or, if left blank, the 19
Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement. 20
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a 21
registered letter, e-mail or telefax. 22
“Parties” means the Sellers and the Buyers and “Party” means either one (1) of them. 23
“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). 24
”Sellers’ Account” means such account in the name of the Sellers (state details of bank account) at the 25
Sellers’ Bank notified by the Sellers to the Buyers in writing at least five (5) Banking Days prior to the  
Delivery Date (as defined in Additional Clause 26 (Further definitions)).  
“Sellers’ Bank” means such bank (state name of bank, branch and details) or, if left blank, the bank 27
notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price. 27
1. Purchase Price 28
  The Purchase Price is the lower of (a) [***] US Dollars 29
  (US$[***]) and (b) the Fair Market Value (as defined in Additional Clause 26 (Futher  
  definitions)) (state currency and amount both in words and figures).  
2. Deposit 30
  As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of 31
  ______% (______per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the 32
  “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3) 33
  Banking Days after the date that: 34

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

0
       
  (i) this Agreement has been signed by the Parties and exchanged in original or by 35
    e mail or telefax; and 36
  (ii) the Deposit Holder has confirmed in writing to the Parties that the account has been 37
    opened. 38
       
  The Deposit shall be released in accordance with joint written instructions of the Parties. 39
  Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 40
  Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 41
  all necessary documentation to open and maintain the account without delay. 42
     
3. Payment 43
  On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of 44
  Readiness has been given in accordance with Clause 5 (Time and place of delivery and 45
  notices):   46
       
  (i) the Deposit shall be released to the Sellers; and 47
  (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers 48
    to the Sellers under this Agreement shall be paid in full free of bank charges to the 49
    Sellers’ Account. 50
     
4. Inspection 51
  (a)* The Buyers have inspected and accepted the Vessel’s classification records. The Buyers 52
  have also inspected the Vessel at/in ______ (state place) on ______ (state date) and have 53
  accepted the Vessel following this inspection and the sale is outright and definite, subject only 54
  to the terms and conditions of this Agreement. 55
     
  (b)* The Buyers shall have the right to inspect the Vessel’s classification records and declare 56
  whether same are accepted or not within ______ (state date/period). 57
     
  The Sellers shall make the Vessel available for inspection at/in ______ (state place/range) within 58
  ______(state date/period). 59
     
  The Buyers shall undertake the inspection without undue delay to the Vessel. Should the 60
  Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 61
     
  The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 62
     
  During the inspection, the Vessel’s deck and engine log books shall be made available for 63
  examination by the Buyers. 64
     
  The sale shall become outright and definite, subject only to the terms and conditions of this 65
  Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from 66
  the Buyers within seventy two (72) hours after completion of such inspection or after the 67
  date/last day of the period stated in Line 59, whichever is earlier. 68
     
  Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of 69
  the Vessel’s classification records and/or of the Vessel not be received by the Sellers as 70
  aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the 71
  Buyers, whereafter this Agreement shall be null and void. 72
     
  *4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, 73
  alternative 4(a) shall apply. 74
     
5. Time and place of delivery and notices 75
  (a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or 76
  anchorage at/in or at sea within Trading Limits (as defined in Additional Clause 26 (Further 77
  definitions)) (state place/range) in the Sellers’ option.  
  Notice of Readiness shall not be tendered before: ______(date) 78
     
  Cancelling Date (see Clauses 5(c), 6 (a)(i)6 (a) (iii) and14): the Cancelling Date (as defined in 79
  Additional Clause 26 (Further definitions)), or such later date as the Buyers and the Sellers may  
  agree.  
  (b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall 80
  provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the 81
  Sellers intend to tender Notice of Readiness and of the intended date and place of delivery. 82
     
  When the Vessel is at the place of delivery and physically ready for delivery in accordance with 83
  this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. 84
     
  (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the 85
  Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing 86
  stating the date when they anticipate that the Vessel will be ready for delivery and proposing a 87
  new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of 88
  either cancelling this Agreement in accordance with Clause 14 (Sellers’ Defaultdefault) within three (3) 89
  Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. 90
  If the Buyers have not declared their option within three (3) Banking Days of receipt of the 91
  Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ 92
  notification shall be deemed to be the new Cancelling Date and shall be substituted for the 93
  Cancelling Date stipulated in line 79. 94

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

  If this Agreement is maintained with the new Cancelling Date all other terms and conditions 95
  hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full 96
  force and effect. 97
     
  (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely 98
  without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ 99
  Defaultdefault) for the Vessel not being ready by the original Cancelling Date. 100
     
  (e) Should the Vessel become an actual, constructive or compromised total loss before delivery 101
  the Deposit together with interest earned, if any, shall be released immediately to the Buyers 102
  whereafter this Agreement shall be null and void. 103
     
6. Divers Inspection / Drydocking 104
  (a)*   105
  (i) The Buyers shall have the option at their cost and expense to arrange for an underwater 106
    inspection by a diver approved by the Classification Society prior to the delivery of the 107
    Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended 108
    date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this 109
    Agreement. The Sellers shall at their cost and expense make the Vessel available for 110
    such inspection. This inspection shall be carried out without undue delay and in the 111
    presence of a Classification Society surveyor arranged or by the Sellers and paid for by 112
    the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s 113
    inspection as observer(s) only without interfering with the work or decisions of the 114
    Classification society surveyor the extent of the inspection and the conditions under 115
    which it is performed shall be to the satisfaction of the Classification society. If the 116
    conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at 117
    their cost and expense make the Vessel available at a suitable alternative place near to 118
    the delivery port, in which event the Cancelling Date shall be extended by the additional 119
    time required for such positioning and the subsequent re-positioning. The Sellers may 120
    not tender Notice of Readiness prior to completion of the underwater inspection. 121
     
  (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are 122
    found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless 123
    repairs can be carried out afloat to the satisfaction of the Classification society, the 124
    Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by 125
    the Classification Society of the Vessel’s underwater parts below the deepest load line, 126
    the extent of the inspection being in accordance with the Classification Society’s rules (2) 127
    such defects shall be made good by the Sellers at their cost and expense to the 128
    satisfaction of the Classification society without condition/recommendation** and (3) the 129
    Sellers shall pay for the underwater inspection and the Classification Society’s 130
    attendance. 131
     
    Notwithstanding anything to the contrary in this Agreement, if the Classification Society 132
    do not require the aforementioned defects to be rectified before the next class 133
    drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects 134
    against a deduction from the Purchase Price of the estimated direct cost (of labour and 135
    materials) of carrying out the repairs to the satisfaction of the Classification Society, 136
    whereafter the Buyers shall have no further rights whatsoever in respect of the defects 137
    and/or repairs. The estimated direct cost of the repairs shall be the average of quotes 138
    for the repair work obtained from two reputable independent shipyards at or in the 139
    vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) 140
    Banking Days from the date of the imposition of the condition/recommendation, unless 141
    the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within 142
    the stipulated time then the quote duly obtained by the other Party shall be the sole basis 143
    for the estimate of the direct repair costs. The Sellers may not tender Notice of 144
    Readiness prior to such estimate having been established. 145
  (iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry docking 146
    facilities are available at the port of delivery, the Sellers shall take the Vessel to a port 147
    where suitable drydocking facilities are available, whether within or outside the delivery 148
    range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the 149
    Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose 150
    of this Clause, become the new port of delivery. In such event the Cancelling Date shall 151
    be extended by the additional time required for the drydocking and extra steaming, but 152
    limited to a maximum of fourteen (14) days. 153

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

  (b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the 154
  Classification Society of the Vessel’s underwater parts below the deepest load line, the extent 155
  of the inspection being in accordance with the Classification Society’s rules. If the rudder, 156
  propeller, bottom or other underwater parts below the deepest load line are found broken, 157
  damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the 158
  Sellers’ cost and expense to the satisfaction of the Classification Society without 159
  condition/recommendation**. In such event the Sellers are also to pay for the costs and 160
  expenses in connection with putting the Vessel in and taking her out of drydock, including the 161
  drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs 162
  and expenses if parts of the tailshaft system are condemned or found defective or broken so as 163
  to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and 164
  expenses, dues and fees. 165
     
  (c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above: 166
     
  (i) The Classification Society may require survey of the tailshaft system, the extent of the 167
    survey being to the satisfaction of the Classification surveyor. If such survey is 168
    not required by the Classification Society, the Buyers shall have the option to require the 169
    tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey 170
    being in accordance with the Classification Society’s rules for tailshaft survey and 171
    consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare 172
    whether they require the tailshaft to be drawn and surveyed not later than by the 173
    completion of the inspection by the Classification Society. The drawing and refitting of 174
    the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be 175
    condemned or found defective so as to affect the Vessel’s class, those parts shall be 176
    renewed or made good at the Sellers’ cost and expense to the satisfaction of 177
    Classification Society without condition/recommendation**. 178
     
  (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by 179
    the Buyers unless the Classification society requires such survey to be carried out or if 180
    parts of the system are condemned or found defective or broken so as to affect the 181
    Vessel’s class, in which case the Sellers shall pay these costs and expenses. 182
     
  (iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as 183
    observer(s) only without interfering with the work or decisions of the Classification 184
    Society surveyor. 185
     
  (iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned 186
    and painted at their risk, cost and expense without interfering with the Sellers’ or the 187
    Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely 188
    delivery. If, however, the Buyers’ work in drydock is still in progress when the 189
    Sellers have completed the work which the Sellers are required to do, the additional 190
    docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and 191
    expense. In the event that the Buyers’ work requires such additional time, the Sellers 192
    may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst 193
    the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be 194
    obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in 195
    drydock or not. 196
     
  *6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, 197
  alternative 6 (a) shall apply. 198
     
  **Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification 199
  Society without condition/recommendation are not to be taken into account. 200
     
7. Spares, bunkers and other items 201
  The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board 202
  and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or 203
  spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection delivery 204
  used or unused, whether on board or not shall become the Buyers’ property without extra payment, 205
  but spares on  
  order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers 206
  are not required to replace spare parts including spare tail-end shaft(s) and spare 207
  propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to 208
  delivery, but the replaced items shall be the property of the Buyers without extra payment. Unused 209
  stores and  
  provisions shall be included in the sale and be taken over by the Buyers without extra payment. 210

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

  Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s 211
  personal belongings including the slop chest are excluded from the sale without compensation, 212
  as well as the following additional items: ______(include list) 213
     
  Items on board which are on hire or owned by third parties, listed as follows, are excluded from 214
  the sale without compensation: ______(include list) 215
     
  Items on board at the time of inspection which are on hire or owned by third parties, not listed 216
  above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense. 217
     
  Any remaining and unused bunkers, lubricating and hydraulic oils and greases in storage tanks  
  and unopened drums shall remain the property of the Sellers in their capacity as bareboat  
  charterers under the Bareboat Charter and therefore the Buyers shall not be required to pay for  
  such items.  
     
  The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and 218
  greases in storage tanks and unopened drums and pay either: 219
     
  (a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or 220
     
  (b) *the current net market price (excluding barging expenses) at the port and date of delivery 221
  of the Vessel or, if unavailable, at the nearest bunkering port, 222
     
  for the quantities taken over. 223
     
  Payment under this Clause shall be made at the same time and place and in the same 224
  currency as the Purchase Price. 225
     
  “inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) 226
  (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this 227
  Agreement shall be the relevant date. 228
     
  *(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions 229
  alternative (a) shall apply. 230
     
8. DocumentationConditions precedent 231
  The place of closing: Hong Kong 232
     
  (a) In exchange for payment Release of the Purchase Price is conditional upon the Sellers shall 233
  provide providing the Buyers with the  
  following delivery documents and evidence: 234
     
  (i) Two (2) original Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, 235
    transferring title of the Vessel and stating that the Vessel is free from all mortgages, 236
    encumbrances and maritime liens or any other debts whatsoever, duly notarially attested 237
    and legalised or apostilled, as required by the Buyers’ Nominated Flag State; 238
     
  (ii) Evidence that all necessary corporate, shareholder and other action has been taken by 239
    the Sellers to authorise the execution, delivery and performance of this Agreement; 240
     
  (iii) Original Power of Attorney of the Sellers appointing one or more representatives to act on 241
  behalf  
    of the Sellers in the performance of this Agreement, duly notarially attested and legalised 242
    or apostilled (as appropriate); 243
       
  (iv) A Certificate or Transcript of Registry issued by the competent authorities of the flag state 244
    on the date of deliveryDelivery Date evidencing the Sellers’ ownership of the Vessel and that 245
    the  
    Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 246
    such authority to the closing meeting with the original to be sent to the Buyers as soon as 247
    possible after delivery of the Vessel; 248
       
  (v) A copy of Declaration of Class or (depending on the Classification Society) a Class 249
  Maintenance  
    Certificate issued within three (3) Banking Days prior to deliverythe Delivery Date confirming 250
    that the  
    Vessel is in Class free of overdue condition/recommendation; 251

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

  (vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of 252
    deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that 253
    the registry does not as a matter of practice issue such documentation immediately, a 254
    written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith 255
    and provide a certificate or other official evidence of deletion to the Buyers promptly and 256
    latest within four (4) weeks after the Purchase Price has been paid and the Vessel has 257
    been delivered; 258
       
  (vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the 259
    Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry 260
    does not as a matter of practice issue such certificate immediately, a written undertaking 261
    from the Sellers to provide the copy of this certificate promptly upon it being issued 262
    together with evidence of submission by the Sellers of a duly executed Form 2 stating 263
    the date on which the Vessel shall cease to be registered with the Vessel’s registry; 264
       
  (viviii) An original Commercial Invoice for the Vessel; 265
       
  (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; 266
       
  (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the 267
    Vessel’s communications contract which is to be sent immediately after delivery of the 268
    Vessel; 269
       
  (viixi) Any additional documents as may reasonably be required by the competent authorities of 270
    the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the 271
    Buyers notify the Sellers of any such documents as soon as possible after the date of 272
    this Agreement ; and 273
       
  (viiixii) An original of Tthe Sellers’ letter of confirmation that to the best of their knowledge, the 274
    Vessel is not  
    black listed by any nation or international organisation;. 275
       
  (ix)              
Evidence that the Existing Mortgage (as defined in Additional Clause 26 (Further definitions)) has been irrevocably and unconditionally released and discharged and all records or registration thereof have been removed from the Flag State’s (as defined in Additional Clause 26 (Further definitions)) records;
 
     
  (x)
 Evidence that the Sellers (as charterers) have paid the Handling Fee (as defined in the Bareboat Charter in accordance with the terms of the Bareboat Charter;
 
     
  (xi)
 Copies of two (2) Valuation Reports prepared and issued in accordance with Additional Clause 20 (Determination of Fair Market Value);
 
     
  (xii)
 An original certificate from a director / officer of the Sellers confirming that all copies of documents provided under this Agreement are true copies of such documents;
 
     
  (xiii)
The duly executed and dated effective date confirmation pursuant to the Related Charter Addendum;
 
     
  (xiv)
 The Buyers being satisfied that, in their opinion, (A) the conditions precedent set out in Clause 36 (Conditions precedent) of the Bareboat Charter have been satisfied on the Delivery Date, (B) no Termination Event (as defined in the Bareboat Charter) or Potential Termination Event (as defined in the Bareboat Charter) is continuing or would result from the proposed pre- positioning of the Purchase Price, and (C) the representations and warranties referred to in Clause 19 (Sellers’ representations) hereof and clause 48 (Charterers’ representations and warranties) of the Bareboat Charter are true and correct on the date of this Agreement and the Delivery Date.
 
     
  The conditions set out in this Clause 8(a) are for the sole benefit of the Buyers and may be waived or deferred by the Buyers in whole or in part and with or without conditions. The foregoing is without prejudice to the Buyers’ rights to require fulfilment of any such conditions by the Sellers in whole or in part at any time after the date of release of the Purchase Price.  
     
  (b) At the time of delivery the Buyers shall provide the Sellers with: 276
     
  (i) Evidence that all necessary corporate, shareholder and other action has been taken by 277
    the Buyers to authorise the execution, delivery and performance of this Agreement; and 278

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

       
  (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf 279
    of the Buyers in the performance of this Agreement, duly notarially attested and legalised 280
  or apostilled (as appropriate). 281
     
  (cb) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English 282
  language they shall be accompanied by an English translation by an authorised translator or 283
  certified by a lawyer qualified to practice in the country of the translated language. 284
     
  (dc) The Parties shall to the extent possible exchange copies, drafts or samples of the 285
  documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the 286
  other party not later than ______ (state number of days), or if left blank, nine (9) days prior to the 287
  Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to 288
  Clause 5(b) of this Agreement. 289
     
  (ed) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, 290
  the Sellers shall also hand to the Buyers shall gain title and ownership to the classification 291
  certificate(s) as well as all plans,  
  drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel and shall 292
  remain on board the Vessel. Other  
  certificates which are on board the Vessel shall also be handed over to the Buyers unless such 293
  certificates are required to remain on board, or  
  the Sellers are required to retain same in their capacity as bareboat charterers, in which case the 294
  Buyers have the right toSellers shall, upon the request of the Buyers, take provide copies of the  
  same at their expense.  
     
  (f) Other technical documentation which may be in the Sellers’ possession shall promptly after 295
  delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep 296
  the Vessel’s log books but the Buyers have the right to take copies of same. 297
     
  (eg) Simultaneously with the release of the Purchase Price, Tthe Parties shall sign and deliver to 298
  each other a Protocol of Delivery and Acceptance  
  confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. 299
     
  (f) Within one (1) Banking Day after the Delivery Date, the Sellers shall provide the Buyers with a Certificate of Registry and a Certificate of Ownership and Encumbrances, both dated the Delivery Date and issued by the International Registries, Inc. of the Republic of the Marshall Islands (evidencing that the Buyers are the owners of the Vessel and (in case of the certificate of Ownership and Encumbrances) that the Vessel is free from registered encumbrances and mortgages).  
     
9. Encumbrances 300
  The Sellers warrant that the Vessel, at the time of delivery, is free from all charters (other than the 301
  Bareboat Charter and/or any other charters disclosed to, and approved by, the Buyers (as  
  owners under the Bareboat Charter),  
  encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject 302
  to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the 303
  Buyers against all consequences of claims made against the Vessel which have been incurred 304
  prior to the time of delivery. 305
     
10. Taxes, fees and expenses 306
  Any taxesTaxes, fees and expenses in connection with the purchase and registration in the Buyers’ 307
  Nominated Flag State shall be for the Buyers’ Sellers’ account, whereasand similar charges in 308
  connection  
  with the closing of the Sellers’ register shall be for the Sellers’ account. 309
     
11. Condition on delivery 310
  See also Additional Clause 21 (Delivery under Bareboat Charter)  
  The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is 311
  delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be 312
  delivered and taken over “as is where is” she was at the time of deliveryinspection, fair wear and tear 313
  excepted.  
  However, the Vessel shall be delivered free of cargo and free of stowaways with her Class 314
  maintained without overdue condition/recommendation*, free of average damage affecting the Vessel’s 315
  class, and with her classification certificates and national certificates, as well as all other 316
  certificates the Vessel had at the time of inspectiondelivery, valid and unextended without 317
  condition/recommendation* by the Classification Society or the relevant authorities at the time 318
  of delivery. 319
     
  “inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 320
  4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this 321
  Agreement shall be the relevant date. 322

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

  *Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification 323
  Society without condition/recommendation are not to be taken into account. 324
     
12. Name/markings 325
  Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel 326
  markings. 327
       
13. Buyers’ default 328
  Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the 329
  right to cancel this Agreement, and they shall be entitled to claim compensation for their losses 330
  and for all expenses incurred together with interest. 331
     
  Should the Purchase Price not be paid pre-positioned in accordance with Clause 322 (Payment), the 332
  Sellers  
  have the right to, unless pre-positioning is made within five (5) Banking Days of the original 333
  Prepositioning Date, cancel this Agreement, in which case the Deposit together with interest  
  earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, and the 334
  Sellers shall be entitled to claim further compensation for their losses and for all expenses 335
  incurred together with interest. 336
     
14. Sellers’ default 337
  Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be 338
  ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the 339
  option of cancelling this Agreement. If after Notice of Readiness has been given but before 340
  the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not 341
  made physically ready again by the Cancelling Date and new Notice of Readiness given, the 342
  Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this 343
  Agreement, the Deposit together with interest earned, if any, shall be released to them 344
  immediately. 345
     
  Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to 346
  validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers 347
  for their loss and for all expenses together with interest if their failure is due to proven 348
  negligence and whether or not the Buyers cancel this Agreement. 349
     
15. Buyers’ representatives 350
  After this Agreement has been signed by the Parties and the Deposit has been lodged, the 351
  Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and 352
  expense. 353
     
  These representatives are on board for the purpose of familiarisation and in the capacity of 354
  observers only, and they shall not interfere in any respect with the operation of the Vessel. The 355
  Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of 356
  indemnity prior to their embarkation. 357
     
16. Law and Arbitrationarbitration 358
  See Additional Clause 25 (Law and arbitration)  
  (a) *This Agreement hall be governed by and construed in accordance with English law and 359
  any dispute arising out of or in connection with this Agreement shall be referred to arbitration in 360
  London in accordance with the Arbitration Act 1996 or any statutory modification or re- 361
  enactment thereof save to the extent necessary to give effect to the provisions of this Clause. 362
  The arbitration shall be conducted in accordance with the London Maritime Arbitrators 363
  Association (LMAA) Terms current at the time when the arbitration proceedings are 364
  commenced. 365
     
  The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall 366
  appoint its arbitrator and send notice of such appointment in writing to the other party requiring 367
  the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and 368
  stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own 369
  arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the 370
  other party does not appoint its own arbitrator and give notice that it has done so within the 371
  fourteen (14) days specified, the party referring a dispute to arbitration may, without the 372
  requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator 373
  and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on 374
  both Parties as if the sole arbitrator had been appointed by agreement. 375
     
  In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the 376
  arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at 377
  the time when the arbitration proceedings are commenced. 378
     
  (b) *This Agreement shall be governed by and construed in accordance with Title 9 of the 379
  United States Code and the substantive law (not including the choice of law rules) of the State 380
  of New York and any dispute arising out of or in connection with this Agreement shall be 381
  referred to three (3) persons at New York, one to be appointed by each of the parties hereto, 382
  and the third by the two so chosen; their decision or that of any two of them shall be final, and 383
  for the purposes of enforcing any award, judgment may be entered on an award by any court of 384
  competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the 385
  Society of Maritime Arbitrators, Inc. 386

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

  In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the 387
  arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the 388
  Society of Maritime Arbitrators, Inc. 389
     
  (c) This Agreement shall be governed by and construed in accordance with the laws of ______ 390
  (state place) and any dispute arising out of or in connection with this Agreement shall be 391
  referred to arbitration at ______ (state place), subject to the procedures applicable there. 392
     
  *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of 393
  deletions, alternative 16(a) shall apply. 394

 

17. Notices 395
  All notices to be provided under this Agreement shall be in writing. 396
     
  Contact details for recipients of notices are as follows: 397
     
  For the Buyers: Oriental Fleet LNG 02 Limited 398

  Address: c/o Oriental Fleet International Company Limited
    50/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong
  Fax no.: +852 2339 1881
  Email: lou.can@coscoshipping.com / thomas.xing@ofi.com.hk / asset@coscoshipping.com
  Attention: Belinda Lou / Thomas Xing / Xu Ying

 

  For the Sellers: Golar Hull M2023 Corp. 399
  Address: c/o Golar Power Limited
    6th Floor, The Zig Zag
    70 Victoria Street
    London SW1E 6SQ
    England
  Fax No.: +44 (0)20 7063 7901
  Email: Eduardo.Maranhao@golar.com/ Rodrigo.Fortes@golar.com
  Attention: Eduardo Maranhao / Rodrigo Fortes
     
  with a copy to:
   
  Golar LNG Limited
   
  Address: 6th Floor, The Zig Zag
    70 Victoria Street
    London SW1E 6SQ
    England
  Fax No.: +44 (0)20 7063 7901
  Email: brian.tienzo@golar.com
  Attention: Brian Tienzo

 

18. Entire Agreementagreement 400
  The written terms of this Agreement comprise the entire agreement between the Buyers and 401
  the Sellers in relation to the sale and purchase of the Vessel and supersede all previous 402
  agreements whether oral or written between the Parties in relation thereto. 403
     
  Each of the Parties acknowledges that in entering into this Agreement it has not relied on and 404
  shall have no right or remedy in respect of any statement, representation, assurance or 405
  warranty (whether or not made negligently) other than as is expressly set out in this Agreement. 406
     
  Any terms implied into this Agreement by any applicable statute or law are hereby excluded to 407
  the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude 408
  any liability for fraud. 409

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

  Additional Clauses 19 to 26 (both inclusive) form an integral part of this Agreement. In the event of any inconsistency between (i) any terms set out in Clauses 1 to 18 of this Agreement and (ii) any terms set out in the Additional Clauses (i.e. Clauses 19 to 26) to this Agreement, the terms of the Additional Clauses shall prevail.  
     
  The parties to this Agreement have executed this Agreement the day and year first before written.  
     
  SELLERS

 

  Signed by ) /s/ Rodrigo Fortes
  As ) RODRIGO FORTES
  for and on behalf of ) ATTORNEY-IN-FACT
  GOLAR HULL M2023 CORP. )  


  BUYERS    
       
  Signed By
 ) /s/ Li Bing
  As ) LI BING
  for and on behalf of ) DIRECTOR
  Oriental Fleet LNG 02 Limited )  

 

  For and on behalf of the Sellers For and on behalf of the Buyers
  Name:  __________ Name:  __________
  Title:  ___________ Title:  ___________

 

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

 

 

 

Execution version

ADDITIONAL CLAUSES

 

TO MEMORANDUM OF AGREEMENT FOR LNG CARRIER “GOLAR PENGUIN”

 

19. Sellers’ representations

 

The Sellers represent and warrant as at the date hereof and on the Delivery Date that:

 

(a) they are the registered legal owners of the Vessel;

 

(b) they are not a Restricted Party;

 

(c) neither themselves nor any of their directors, officers or employees or any person acting on their behalf has received notice or are aware of any claim, action, suit, proceeding or investigation against any of them or the Vessel with respect to Sanctions by a Sanctions Authority; and

 

(d) the copies of any document provided or to be provided by the Sellers to the Buyers in accordance with Clause 8 (Conditions precedent) are, or will be, true and accurate copies of the originals and represent, or will represent, the full agreement between the parties to those documents in relation to the subject matter of those documents, and there are no commissions, rebates, premiums or other payments due or to become due in connection with the subject matter of those documents.

 

20. Determination of Fair Market Value

 

(a) For the purpose of ascertaining the Purchase Price, the Fair Market Value shall be determined to be the arithmetic mean of (i) the valuation from the Valuation Report issued by an Approved Valuer appointed by the Sellers and (ii) the valuation from the Valuation Report issued by an Approved Valuer appointed by the Buyers. The Sellers shall bear the cost of the issue of such Valuation Reports.

 

(b) Each Valuation Report to be provided for the purpose of paragraph (a) above shall:

 

(i) be issued by an Approved Valuer (A) no more than fifteen (15) days before the Delivery Date and (B) no fewer than five (5) days before the Delivery Date;

 

(ii) be made without physical inspection of the Vessel and on a desktop, charter-free basis; and

 

(iii) on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing seller and a willing buyer.

 

(c) If an Approved Valuer determines that the Fair Market Value shall fall within a range, the valuation as determined by such Approved Valuer should be the lower value of such range.

 

(d) Each valuation shall be provided by an Approved Valuer in US Dollars.

 

21. Delivery under bareboat charter

 

(a) Without prejudice to paragraph (b) below, the Buyers shall, immediately after the delivery of the Vessel under this Agreement, be obliged to deliver the Vessel to the Sellers (as charterers) pursuant to a bareboat charterparty dated on or about the date of this Agreement in respect of the Vessel (the “Bareboat Charter”) made or to be made (as the case may be) between the Buyers (as owners) and the Sellers (as charterers).

 

OFI/Golar Power – MOA Additional Clauses Page 1

 

 

(b) The Sellers shall be fully responsible for the Buyers’ fulfillment of physical delivery as new owners of the Vessel to the Sellers (as charterers) under the Bareboat Charter. The Buyers’ obligation to take delivery of the Vessel under this Agreement is subject to the Sellers (as charterers) taking delivery of the Vessel immediately thereafter under the Bareboat Charter.

 

(c) If the Bareboat Charter is cancelled, terminated or otherwise ceases to be in full force and effect prior to the delivery of the Vessel under this Agreement, then this Agreement shall be null and void, provided however that Clause 14 (Sellers’ default) and Clause 24 (Indemnities) below shall survive.

 

22. Payment

 

(a) The Sellers and the Buyers agree that the Purchase Price shall be paid by the Buyers in the following manner:

 

(i) the Existing Mortgagee’s portion of the Purchase Price (the “Existing Mortgagee’s Portion”) in such amount as the Sellers shall notify the Buyers in writing on or before the Notification Date shall, subject to Clause 23 (Set-off of Upfront Hire against Purchase Price) below (if applicable), be paid in full by the Buyers to the Existing Mortgagee and be subsequently released to the Existing Mortgagee in accordance with paragraph (b)(i) below; and/or

 

(ii) the Sellers’ portion of the Purchase Price (the “Sellers’ Portion”) in an amount equal to the difference between the Purchase Price and the Existing Mortgagee’s Portion shall, subject to Clause 23 (Set-off of Upfront Hire against Purchase Price) below (if applicable), be paid by the Buyers to the Sellers’ Bank and be subsequently released to the Sellers in accordance with paragraph (b)(ii) below.

 

(b) On or before the Prepositioning Date:

 

(i) if the Buyers have received evidence (in the form of confirmation that an MT199 or MT999 message is acceptable to the Existing Mortgagee and the Buyers, acting reasonably) that the Existing Mortgagee’s Portion will be held to the order of the Buyers, and only be released to the Existing Mortgagee upon presentation to the Existing Mortgagee of a copy (transmitted by fax, email or otherwise) of the protocol of delivery and acceptance which is duly signed by an authorised signatory of the Buyers and an authorised signatory of the Sellers, evidencing the delivery by the Sellers and acceptance by the Buyers of the Vessel under this Agreement, then the Buyers shall deposit with the Existing Mortgagee the Existing Mortgagee’s Portion to be so held and so released, provided that the Buyers’ obligation to deposit with the Existing Mortgagee the Existing Mortgagee’s Portion is always subject to the Buyers being satisfied that:

 

(1) all of the conditions precedent required under Clause 8 (Conditions precedent) other than the Delivery Date CPs have been satisfied; and

 

OFI/Golar Power – MOA Additional Clauses Page 2
 

 

(2) the Delivery Date CPs will be satisfied on or before the Delivery Date;

 

(ii) if the Buyers have received evidence (in the form of confirmation that an MT199 or MT999 message is acceptable to the Sellers’ Bank and the Buyers, acting reasonably) that the Sellers’ Portion will be held to the order of the Buyers, and only be released to the Sellers upon presentation to the Sellers’ Bank of a copy (transmitted by fax, email or otherwise) of the protocol of delivery and acceptance which is duly signed by an authorised signatory of the Buyers and an authorised signatory of the Sellers, evidencing the delivery by the Sellers and acceptance by the Buyers of the Vessel under this Agreement, then the Buyers shall deposit with the Sellers’ Bank the Sellers’ Portion to be so held and so released, provided that the Buyers’ obligation to deposit with the Sellers’ Bank the Sellers’ Portion is always subject to the Buyers being satisfied that:

 

(1) all of the conditions precedent required under Clause 8 (Conditions precedent) other than the Delivery Date CPs have been satisfied; and

 

(2) the Delivery Date CPs will be satisfied on or before the Delivery Date.

 

(c) For the avoidance of doubt:

 

(i) the amount of the Existing Mortgagee’s Portion may be zero;

 

(ii) if the Sellers fail to notify the Buyers of the amount of the Existing Mortgagee’s Portion in accordance with paragraph (a)(i) of this Clause 22, the amount of the Existing Mortgagee’s Portion will be deemed zero.

 

(d) If (1) as the Sellers notify the Buyers in accordance with paragraph (a)(i) of this Clause 22, the amount of the Existing Mortgagee’s Portion is zero or (2) the amount of the Existing Mortgagee’s Portion is deemed zero pursuant to paragraph (c)(ii) of this Clause 22, then the Sellers’ Portion will equal the Purchase Price (subject to Clause 23 (Set-off of Upfront Hire against Purchase Price)) and paragraph (b)(i) of this Clause 22 shall not apply.

 

(e) The Sellers agree to release, discharge, defend, indemnify, waive and hold harmless the Buyers from and against any liability, obligation or claim which may be asserted, claimed or recovered against the Buyers for any reason directly arising out of the release or the failure to release (as the case may be) of any part of the Purchase Price by the Existing Mortgagee or the Sellers’ Bank except if the same results from or is a direct consequence of the Buyers’ failure to perform their obligations under or in breach of any provisions under this Agreement or the Bareboat Charter (including the Buyers’ failure to take delivery of the Vessel by countersigning and timing the protocol of delivery and acceptance in breach of this Agreement). The Buyers agree to provide reasonable assistance and cooperation to the Sellers in connection with any mistake or failure to release any part of the Purchase Price as contemplated by this Agreement.

 

  (f) If for any reason any part of the Purchase Price actually deposited with the Existing Mortgagee or the Sellers’ Bank by the Buyers is not released in accordance with paragraph (b)(i) or (b)(ii) above within five (5) days after the Prepositioning Date, the Sellers shall procure the Existing Mortgagee and/or (as the case may be) the Sellers’ Bank to return such part of the Purchase Price to the Buyers on the Return Due Date.

 

OFI/Golar Power – MOA Additional Clauses Page 3
 

 

(g) Without prejudice to any other provisions under this Agreement, the Sellers shall pay to the Buyers:

 

(i) on the date any part of the Purchase Price is released in accordance with paragraph (b)(i) or (b)(ii) above; and

 

(ii) on demand by the Buyers on and after the Return Due Date in relation to any part of the Purchase Price which is or should be returned to the Buyers in accordance with paragraph (f) above (whether or not it is actually returned on the Return Due Date);

 

each as applicable, an amount equal to the interest accrued over the relevant Prepositioning Period and calculated at the rate of six point five per cent. (6.5%) per annum over such part of the Purchase Price.

 

23. Set-off of Upfront Hire against Purchase Price

 

The Sellers hereby consent, agree, acknowledge and confirm that:

 

(a) notwithstanding Clause 1 (Purchase Price), the amount due and payable from the Buyers to the Sellers in accordance with Clause 22 (Payment) shall be set-off against the amount of Upfront Hire due from and payable by the Sellers (as charterers) to the Buyers (as owners) pursuant to the Bareboat Charter; and

 

(b) on the date of payment of the Purchase Price, in accordance with Clause 22 (Payment), the Upfront Hire shall be set-off against the Purchase Price, upon which the Buyers shall no longer be obliged to pay the Sellers and the Sellers shall not be entitled to receive from the Buyers an amount which is more than the difference between (i) the Purchase Price, and (ii) the Upfront Hire.

 

24. Indemnities

 

(a) The Sellers shall pay such amounts to the Buyers in respect of all reasonable legal expenses and fees (including but not limited to any vessel registration and tonnage fees) incurred by or imposed on the Buyers arising from this Agreement or in connection with the delivery, registration and purchase of the Vessel by the Buyers whether prior to, during or after termination of this Agreement and whether or not the Vessel is in the possession or the control of the Sellers or otherwise in relation to any non-delivery to or acceptance by the Sellers (as charterers) of the Vessel under the Bareboat Charter.

 

(b) Notwithstanding anything to the contrary herein, the indemnities provided by the Sellers in favour of the Buyers shall continue in full force and effect notwithstanding any breach of the terms of this Agreement or termination of this Agreement pursuant to the terms hereof.

 

OFI/Golar Power – MOA Additional Clauses Page 4
 

 

25. Law and arbitration

 

(a) This Agreement and any contractual or non-contractual obligations arising from or connected with this Agreement shall be governed by, and construed in accordance with, the laws of England.

 

(b) Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

 

(c) The seat of arbitration shall be Hong Kong.

 

(d) The number of arbitrators shall be three (3). The arbitration proceedings shall be conducted in English.

 

(e) Each Party may appeal on points of law.

 

(f) The law governing this Clause 25 (Law and arbitration) shall be English law.

 

26. Further definitions

 

In this Agreement:

 

“Approved Valuer” means each of (a) Arrow Shipbroking, (b) Braemar ACM Shipbroking, (c) Clarksons Platou, (d) Fearnleys AS, (e) Howe Robinson, (f) Maersk Broker and any other reputable and independent ship brokers proposed by the Sellers and approved by the Buyers.

 

“Cancelling Date” means 31 December 2019 (or such other date as the Buyers and the Sellers may agree).

 

“Delivery Date” means the date of delivery of the Vessel by the Sellers to the Buyers pursuant to this Agreement.

 

“Delivery Date CPs” means the conditions precedent set out in paragraphs (a)(i), (a)(iv), (a)(vii), (a)(ix), (a)(xiv)(A) and (a)(xiv)(C) of Clause 8 (Conditions precedent).

 

“Existing Liabilities” means all present and future moneys (including a principal amount of up to three hundred and forty five million three hundred and ninety thousand sixty six US Dollars and thirteen cents (US$345,390,066.13)), debts and liabilities due, arising or incurred by (among others) the Sellers to the Existing Mortgagee (and any other relevant creditor parties) and which is secured by (among other things) the Existing Mortgage.

 

“Existing Mortgage” means the first preferred Marshall Islands ship mortgage dated 18 September 2014 and granted by the Sellers (as owners) in favour of Swedbank AB (publ) as amended and assigned to the Existing Mortgagee pursuant to the assignment and amendment to first preferred Marshall Islands ship mortgage dated 18 October 2018 as security for the Existing Liabilities.

 

“Existing Mortgagee” means Citibank N.A., London Branch.

 

OFI/Golar Power – MOA Additional Clauses Page 5
 

 

“Fair Market Value” means the fair market value of the Vessel as ascertained in accordance with Clause 20 (Determination of Fair Market Value) above.

 

“Flag State” means, in relation to the Vessel, the Republic of the Marshall Islands.

 

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

 

“Notification Date” means the date falling seven (7) calendar days before the proposed Delivery Date.

 

“PRC” means The People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

 

“Prepositioning Date” means date falling one (1) Banking Day prior to the proposed Delivery Date.

 

“Prepositioning Period” means:

 

(a) if any part of the Purchase Price deposited with the Existing Mortgagee or the Sellers’ Bank by the Buyers is released in accordance with paragraph (b)(i) or (b)(ii) of Clause 22 (Payment), the period commencing from (and inclusive of) the Prepositioning Date and ending on (and inclusive of) the date such part of the Purchase Price is released in accordance with paragraph (b)(i) or (b)(ii) of Clause 22 (Payment); and

 

(b) if any part of the Purchase Price deposited with the Existing Mortgagee or the Sellers’ Bank by the Buyers is or should be returned to the Buyers in accordance with paragraph (f) of Clause 22 (Payment) (whether or not it is actually returned on the Return Due Date, the period commencing from (and inclusive of) the Prepositioning Date and ending on (and inclusive of) the date such part of the Purchase Price is returned to the Buyers in accordance with paragraph (f) of Clause 22 (Payment ) (whether or not it is actually returned on the Return Due Date);

 

“Restricted Party” means a person or entity that is (a) listed on, or owned or controlled by a person listed on, any Sanctions List; (b) a national of, located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (c) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

 

“Related Charter Addendum” means the supplemental agreement (to be entered into on or around the date of this Agreement) to (inter alia) the bareboat charter in relation to the 160,000 m3 LNG carrier named “Golar Crystal” with IMO number 9624926 dated 6 March 2017 and entered into between Oriental Fleet LNG 01 Limited 东方富利LNG01有限公司 (as owners) and Golar Hull M2022 Corp. (as charterers).

 

“Return Due Date” means the date which is the sixth (6th) day (if it is a Banking Day) after the Prepositioning Date or the Banking Day immediately after such six (6th) day (if such sixth (6th) day is not a Banking Day).

 

“Sanctions” means the economic sanction laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a) the United States government; (b) the United Nations; (c) the European Union and its member states; (d) the United Kingdom; or (e) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State and Her Majesty’s Treasury (“HMT”); (together, the “Sanctions Authorities”).

 

OFI/Golar Power – MOA Additional Clauses Page 6
 

 

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by the OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

 

“Tax” or “tax” means any present and future tax (including, without limitation, value added tax, consumption tax or any other tax in respect of added value or any income), levy, impost, duty or other charge or withholding of any nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); and “Taxes”, “taxes”, “Taxation” and “taxation” shall be construed accordingly.

 

“Trading Limits” means worldwide trading always within Institute Navigation Limits.

 

“Upfront Hire” means the non-refundable advance hire payment which the Sellers (as charterers thereunder) are obliged to pay to the Buyers (as owners thereunder) upfront under the Bareboat Charter, being an amount equal to thirty per cent. (30%) of the Purchase Price.

 

“US Dollars”, “Dollars”, “USD”, “US$” and “$” each means available and freely transferable and convertible funds in lawful currency of the United States of America.

 

“Valuation Report” means, in relation to the Vessel, a valuation report addressed to the Buyers, issued and prepared by an Approved Valuer in accordance with Clause 20 (Determination of Fair Market Value) above.

 

OFI/Golar Power – MOA Additional Clauses Page 7
 

 

The parties to this Agreement have executed this Agreement the day and year first before written.

 

SELLERS    
     
Signed by ) /s/ Rodrigo Fortes
As )  
for and on behalf of ) RODRIGO FORTES
GOLAR HULL M2023 CORP. ) ATTORNEY-IN-FACT

 


BUYERS    
     
Signed by ) /s/ Li Bing
as duly authorized director
 )  
for and on behalf of ) LI BING
ORIENTAL FLEET LNG 02 LIMITED ) DIRECTOR
 东方富利LNG02有限公司    

 

OFI/Golar Power – MOA Additional Clauses Page 8