AMENDMENT No. 1 made as of this 1st day of August, 1997 (this
"AMENDMENT") to the AMENDED AND RESTATED SHIPBUILDING CONTRACT (the
"SHIPBUILDING CONTRACT") dated as of June 26, 1997 among Navigator Gas (IOM I-E)
Limited as assignee of Navigator Holdings PLC's rights, title and interest (the
"BUYER") and China Shipbuilding Trading Company, Limited and Jiangnan Shipyard
(collectively, as "SELLER") for construction of one (1) 22,000 Cubic Meters
Liquified Ethylene Gas Carrier (Hull No. 2249). Capitalized terms used and not
otherwise defined herein shall have the respective meanings set forth in the
SHIPBUILDING CONTRACT.
WHEREAS, the BUYER and SELLER desire to amend certain terms and
schedules of the SHIPBUILDING CONTRACT to and in accordance with Section 7 of
Article XXI of the SHIPBUILDING CONTRACT for the purpose of correcting
provisions therein which have resulted from the increased cost of borrowing
incurred by the BUYER to finance the acquisition of the Vessel;
NOW, THEREFORE, in consideration of the foregoing,
BUYER and SELLER agree as follows:
1. Section 7(a) of Article II of the SHIPBUILDING CONTRACT is
hereby deleted in its entirety and is hereby amended to read as follows:
"(a) All payments made by the BUYER hereunder in United States
Dollars and prior to Delivery and BUYER's acceptance of the VESSEL shall be in
the nature of installments to the SELLER. In the event that, the VESSEL is
rejected by the BUYER, or this Contract is canceled or terminated by the BUYER,
all in accordance with the terms of this Contract, or if the SELLER should
default in Delivery of the VESSEL or is guilty of breach of this Contract
justifying a rescission thereof by the BUYER then, and in any such event, the
SELLER shall refund to the BUYER an amount equal to the sum of the following:
(i) the amounts set forth in Schedule 2
hereto calculated as of the first day of the calendar
month in which the Date of Rejection occurs,
(ii) an amount equal to the product of (x)
the difference between (1) the amount set forth on
Schedule 2 hereto calculated as of the first day of
the calendar month immediately succeeding the month
in which the Date of Rejection occurs and (2) the
amount set forth on Schedule 2 hereto as of the first
day of the month in which the Date of Rejection
occurs and (y) a fraction the numerator of which is
the numeric day of the month of the Date of Rejection
and the denominator of which is 30, and
(iii) the amount set forth on Schedule 3
hereto calculated as of the calendar month in which
the Date of Rejection occurs.
If the amount as calculated above is not paid on the Date of Rejection there
shall be added to such amount interest at the rate of eleven percent (11.0%) per
annum from and including the Date of Rejection to but not including the date
such amount is paid. Such refunds by the SELLER to the BUYER shall forthwith
discharge all obligations, duties, and liabilities of each of the parties hereto
to the other under this Contract. Any and all refunds made to the BUYER under
this Article II, Section 7 shall be made in United States Dollars. Throughout
this Contract, whenever interest is due on any amounts to be paid or refunded by
either party, said interest shall be calculated as simple interest, based on the
actual number of days divided by 360.
For purposes of this Section 7(a) Date of Rejection means the
date on which written notice of rejection, cancellation or rescission is
delivered by BUYER to SELLER.
All refunds made by the SELLER to the BUYER under this contract
shall be paid in United States Dollars by telegraphic transfer to the BUYER's
account or its assignee's account as set forth in a written notice to the SELLER
from such party."
2. Section 1(a)(ii) of Article III of the SHIPBUILDING CONTRACT
is hereby deleted in its entirety and is hereby amended to read as follows:
"(ii) If the Delivery is not made on the Original
Delivery Date (subject to a Permissible Delay as defined below),
the SELLER shall pay the BUYER, as liquidated damages (not as
penalty), the amount of $11,000 for each calendar day for the
first ninety (90) calendar days of delay beyond the Extended
Delivery Date (as hereinafter defined) and the amount of $14,500
for each calendar day of delay thereafter up to and including the
210th day from the Original Delivery Date ("Original Delay
Period"). Liquidated damages calculated with respect to the
Original Delay Period shall be recovered by the BUYER through a
reduction in the Fifth Installment payable by the BUYER to the
SELLER in an amount equal to such Liquidated Damages."
3. Section 3(a) of Article XI of the SHIPBUILDING CONTRACT is
hereby deleted in its entirety and is hereby amended to read as follows:
"(a) If the BUYER is in default of payment as to any installment
as provided in Paragraph 1 (a) and/or 1 (b) of this Article, the BUYER shall pay
interest on such installment at the rate of eleven percent (11.0%) per annum
until the date of the payment of the full amount, including all aforesaid
interest. In case the BUYER shall fail to take delivery of the VESSEL when
required to as provided in Section 1 (c) of this Article, the BUYER shall be
deemed in default of payment of the fifth installment and shall pay interest
thereon at the same rate as aforesaid from and including the day on which the
VESSEL is tendered for delivery by the SELLER, as provided in Article VII
Section 6 hereof."
4. Schedule 2 of the SHIPBUILDING CONTRACT is hereby deleted in
its entirety and Schedule 2 attached hereto shall be attached as Schedule 2 to
the SHIPBUILDING CONTRACT.
2
5. Schedule 3 of the SHIPBUILDING CONTRACT is hereby deleted in
its entirety and Schedule 3 attached hereto shall be attached as Schedule 3 to
the SHIPBUILDING CONTRACT.
6. Schedule 1 to Exhibit A of the SHIPBUILDING CONTRACT is hereby
deleted in its entirety and Schedule 1 to Exhibit A attached hereto shall be
attached as Schedule 1 to Exhibit A to the SHIPBUILDING CONTRACT.
7. The parties hereto agree that the validity, enforcement and
interpretation of this AMENDMENT and of each Article and part hereof be governed
by and interpreted in accordance with the Laws of England.
8. This AMENDMENT has been prepared in the English language,
which shall control. This AMENDMENT has been signed in triplicate, one
counterpart being retained by the BUILDER, one by CSTC and one by the BUYER.
9. This AMENDMENT may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
3
IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT
to be duly executed on the day and year first above written.
NAVIGATOR GAS (IOM I-E) LIMITED
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
-------------------------
Title: Director
------------------------
CHINA SHIPBUILDING TRADING
COMPANY, LIMITED
By: /s/ Xxxx Xxxxxx
---------------------------
Name: Xxxx Xxxxxx
-------------------------
Title: Vice President
------------------------
JIANGNAN SHIPYARD
By: /s/ Gong Jingen
---------------------------
Name: Gong Jingen
-------------------------
Title: Vice President
------------------------
4
Navigator Gas Transport PLC July 31, 1997
SCHEDULE 1 - REFUNDMENT GUARANTEE - HULL NO. 2249
MONTH DATE AMOUNT
0.0 07-Aug-97 4,572,200
0.8 01-Sep-97 4,602,681
1.8 01-Oct-97 4,640,783
2.8 01-Nov-97 4,678,885
3.8 01-Dec-97 4,716,986
4.8 01-Jan-98 4,755,088
5.8 01-Feb-98 4,793,190
6.8 01-Mar-98 4,831,291
7.8 01-Apr-98 4,869,393
8.8 01-May-98 4,907,495
9.8 01-Jun-98 4,945,596
10.8 01-Jul-98 4,983,698
11.8 01-Aug-98 5,021,800
12.8 01-Sep-98 5,059,901
13.8 01-Oct-98 5,098,003
14.8 01-Nov-98 5,136,105
15.8 01-Dec-98 5,174,206
16.8 01-Jan-99 5,212,308
17.8 01-Feb-99 5,250,410
18.8 01-Mar-99 5,288,511
19.8 01-Apr-99 5,326,613
20.8 01-May-99 5,364,715
21.8 01-Jun-99 12,261,116
22.8 01-Jul-99 12,356,371
23.8 01-Aug-99 12,451,625
24.8 01-Sep-99 12,546,879
25.8 01-Oct-99 12,642,133
26.8 01-Nov-99 12,737,387
27.8 01-Dec-99 12,832,641
28.8 01-Jan-2000 12,927,896
29.8 01-Feb-2000 19,881,450
30.8 01-Mar-2000 20,033,856
31.8 01-Apr-2000 20,186,263
32.8 01-May-2000 20,338,670
33.8 01-Jun-2000 25,063,276
34.8 01-Jul-2000 25,253,785
35.8 01-Aug-2000 25,444,293
36.8 01-Sep-2000 25,634,801
37.8 01-Oct-2000 25,825,310
38.8 01-Nov-2000 26,015,818
39.8 01-Dec-2000 26,206,326
40.8 01-Jan-2001 26,396,835
41.8 01-Feb-2001 26,587,343
42.8 01-Mar-2001 26,777,851
43.8 01-Apr-2001 26,968,360
Cambridge Partners, L.L.C. FINAL
Navigator Gas Transport PLC July 31, 1997
SCHEDULE 2 - REFUNDMENT GUARANTEE - HULL NO. 2249
MONTH DATE AMOUNT
0.0 07-Aug-97 4,572,200
0.8 01-Sep-97 4,602,681
1.8 01-Oct-97 4,640,783
2.8 01-Nov-97 4,678,885
3.8 01-Dec-97 4,716,986
4.8 01-Jan-98 4,755,088
5.8 01-Feb-98 4,793,190
6.8 01-Mar-98 4,831,291
7.8 01-Apr-98 4,869,393
8.8 01-May-98 4,907,495
9.8 01-Jun-98 4,945,596
10.8 01-Jul-98 4,983,698
11.8 01-Aug-98 5,021,800
12.8 01-Sep-98 5,059,901
13.8 01-Oct-98 5,098,003
14.8 01-Nov-98 5,136,105
15.8 01-Dec-98 5,174,206
16.8 01-Jan-99 5,212,308
17.8 01-Feb-99 5,250,410
18.8 01-Mar-99 5,288,511
19.8 01-Apr-99 5,326,613
20.8 01-May-99 5,364,715
21.8 01-Jun-99 12,261,116
22.8 01-Jul-99 12,356,371
23.8 01-Aug-99 12,451,625
24.8 01-Sep-99 12,546,879
25.8 01-Oct-99 12,642,133
26.8 01-Nov-99 12,737,387
27.8 01-Dec-99 12,832,641
28.8 01-Jan-2000 12,927,896
29.8 01-Feb-2000 19,881,450
30.8 01-Mar-2000 20,033,856
31.8 01-Apr-2000 20,186,263
32.8 01-May-2000 20,338,670
33.8 01-Jun-2000 25,063,276
34.8 01-Jul-2000 25,253,785
35.8 01-Aug-2000 25,444,293
36.8 01-Sep-2000| 25,634,801
37.8 01-Oct-2000 25,825,310
38.8 01-Nov-2000 26,015,818
39.8 01-Dec-2000 26,206,326
40.8 01-Jan-2001 26,396,835
41.8 01-Feb-2001 26,587,343
42.8 01-Mar-2001 26,777,851
43.8 01-Apr-2001 26,968,360
Cambridge Partners, L.L.C. FINAL
Navigator Gas Transport PLC July 31, 1997
SCHEDULE 3 - PERFORMANCE XXXX - XXXX NO. 2249
MONTH DATE AMOUNT
0.0 Aug-97 1,944,896
0.8 Sep-97 4,640,114
1.8 Oct-97 4,867,180
2.8 Nov-97 5,113,041
3.8 Dec-97 5,335,997
4.8 Jan-98 5,586,870
5.8 Feb-98 5,862,973
6.8 Mar-98 6,077,560
7.8 Apr-98 6,330,442
8.8 May-98 6,561,446
9.8 Jun-98 6,811,012
10.8 Jul-98 7,058,244
11.8 Aug-98 7,314,047
12.8 Sep-98 7,577,918
13.8 Oct-98 7,820,732
14.8 Nov-98 8,081,411
15.8 Dec-98 8,320,795
16.8 Jan-99 8,588,112
17.8 Feb-99 8,881,814
18.8 Mar-99 9,118,022
19.8 Apr-99 9,390,022
20.8 May-99 9,641,573
21.8 Jun-99 9,860,039
22.8 Jul-99 10,111,009
23.8 Aug-99 10,368,930
24.8 Sep-99 10,633,266
25.8 Oct-99 10,880,858
26.8 Nov-99 11,142,656
27.8 Dec-99 11,387,519
28.8 Jan-2000 11,658,649
29.8 Feb-2000 11,891,381
30.8 Mar-2000 12,129,743
31.8 Apr-2000 12,385,117
32.8 May-2000 12,627,351
33.8 Jun-2000 12,847,110
34.8 Jul-2000 13,253,536
35.8 Aug-2000 13,686,971
36.8 Sep-2000 13,943,251
37.8 Oct-2000 14,189,496
38.8 Nov-2000 14,444,255
39.8 Dec-2000 14,688,865
40.8 Jan-2001 14,957,062
41.8 Feb-2001 15,236,859
42.8 Mar-2001 15,491,380
43.8 Apr-2001 15,491,380
Cambridge Partners, L.L.C. FINAL
