Contract
Exhibit 10.14
| MEMORANDUM OF AGREEMENT |
SALEFORM 2012
|
|
Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships |
1 Dated: 3 March 2020
2 Xxxxx Xxxx M2026 Corp. (Name of sellers) (a company incorporated under the laws of
The Republic of The Xxxxxxxx Islands with registration number 46890 [ ]), hereinafter called the “Sellers”, have agreed to
sell, and
3 NOBLE CELSIUS SHIPPING LIMITED (Name of buyers) (a company
incorporated under the laws of [ ]the Republic of Xxxxxxxx Islands with [registration/company] number [ ]103707, hereinafter called the “Buyers”, have agreed to buy:
4 Name of vessel: m.v. “Golar Celsius”
5 IMO Number: 9626027
6 Classification Society: DNV GL
7 Class Notation: * 1A1 Tanker for liquefied gas BIS Clean COAT-PSPC(B) COMF(C-3M, V-2) CSA(2) E0 Gas fuelled NAUT(OC) NAUTICUS(Newbuilding) Recyclable TMON
8 Year of Build: 2013 Builder/Yard: Samsung Heavy Industries Co., Ltd.
9 Flag: The Republic of The Xxxxxxxx Islands Place of Registration: Majuro GT/NT: 102100 tons / 30631 tons
10 hereinafter called the “Vessel”, on the following terms and conditions:
11 Definitions (See also Clause 25 (Further definitions)
12 “Banking Days” are days (other than a Saturday or Sunday) on which banks are open both in the country of the currency stipulated for
13 the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8
14 (DocumentationConditions precedent)) and Hong Kong, London, New York,
Oslo and Shanghai (add additional jurisdictions as appropriate).
15 “Buyers’ Nominated Flag State” means The Republic of The Xxxxxxxx Islands (state flag state).
16 “Class” means the class notation referred to above.
17 “Classification Society” means the Society referred to above.
18 “Deposit” shall have the meaning given in Clause 2 (Deposit)
19 “Deposit Holder” means (state name and location of Deposit Holder) or, if left
blank, the
20 Seller’s Bank, which shall hold and release the Deposit in accordance with this Agreement.
21 “In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a
22 registered letter, e-mail or telefax.
23 “Parties” means the Sellers and the Buyers and “Party” means either one (1) of them.
24 “Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).
25 “Sellers’ Account” means such account in the name of the Sellers (state details of bank account) at the 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 25 (Further definitions)).
26 “Sellers’ Bank” means such bank as may be (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 or
any part thereof.
28 1. Purchase Price
29 The Purchase Price is [***] US Dollars (US$[***]) (state currency and amount both in words and figures).
30 2. Deposit
31 As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of
32 % ( per cent) or, if left blank, 10% (ten per cent), of the Purchase Price
(the
33 “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3)
34 Banking Days after the date that:
35 (i) this Agreement has been signed by the Parties and exchanged in original or by
36 c mail or telefax; and
37 (ii) the Deposit Holder has confirmed in writing to the Parties that the account has been
38 opened.
39 The Deposit shall be released in accordance with joint written instructions of the Parties.
40 Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the
41 Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder
42 all necessary documentation to open and maintain the account without delay.
43 3. Payment
44 On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of
45 Readiness has been given in accordance with Clause 5 (Time and place of delivery and
46 notices):
47 (i) the Deposit shall be released to the Sellers; and
48 (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers
49 to the Sellers under this Agreement shall be paid in full free of bank charges to the
50 Sellers’ Account.
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51 4. Inspection
52 (a)* The Buyers have inspected and accepted the Vessel’s classification records. The-Buyers
53 have also inspected the Vessel at/in (state place) on (state date) and have
54 accepted the Vessel following this inspection and the sale is outright and definite, subject only
55 to the terms and conditions of this Agreement.
56 (b)* The Buyers shall have the right to inspect the Vessel’s classification records and declare
57 whether same are accepted or not within (state date/period).
58 The Seller shall make the Vessel available for inspection at/in state
place/range) within
59 (state date/period).
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60 The Buyers shall undertake the inspection -without undue delay to the Vessel. Should the
61 Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.
62 The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.
63 During the inspection, the Vessel’s deck and engine log books shall be made available for
64 examination by the Buyers.
65 The sale shall become outright and definite, subject only to the terms and conditions of this
66 Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from
67 the Buyers within seventy-two (72) hours after completion of such inspection or after the
68 date/last day of the period stated in Line 59, whichever is earlier.
69 Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of
70 the Vessel’s classification records and/or of the Vessel not be received by the Sellers as
71 aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the
72 Buyers, whereafter this Agreement shall be null and void.
73 *4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,
74 alternative 4(a) shall apply.
75 5. Time and place of delivery and notices
76 (a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or
| 77 | anchorage |
78 Notice of Readiness shall not be tendered before: (date)
| 79 | Cancelling Date (see Clauses 5(c), |
80 (b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall
81 provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date
the
82 Sellers intend to tender Notice of Readiness and of the intended date and place
of delivery.
83 When the Vessel is at the place of delivery and physically ready for delivery in accordance with
84 this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
85 (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the
86 Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing
87 stating the date when they anticipate that the Vessel will be ready for delivery and proposing a
88 new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of
89 either cancelling this Agreement in accordance with Clause 14 (Sellers’ Defaultdefault)
within three (3)
90 Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date.
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91 If the Buyers have not declared their option within three (3) Banking Days of receipt of the
92 Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’
93 notification shall be deemed to be the new Cancelling Date and shall be substituted for the
94 Cancelling Date stipulated in line 79.
95 If this Agreement is maintained with the new Cancelling Date all other terms and conditions
96 hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full
97 force and effect.
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98 (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely
99 without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’
100 Defaultdefault) for the Vessel not being ready by the original Cancelling
Date.
101 (e) Should the Vessel become an actual, constructive or compromised total loss before delivery
102 the Deposit together with interest earned, if any, shall be released immediately to the Buyers
103 whereafter this Agreement shall be null and void.
104 6. Divers-Inspection / Drydocking
105 (a)*
106 (i) The Buyers shall have the option at their cost and expense to arrange for an underwater
107 inspection by a diver approved by the Classification Society prior to the delivery of the
108 Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended
109 date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this
110 Agreement. The Sellers shall at their cost and expense make the Vessel available for
111 such inspection. This inspection shall be carried out without undue delay and in the
112 presence of a Classification Society surveyor arranged for by the Sellers and paid for by
113 the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s
114 inspection as observer(s) only without interfering with the work or decisions of the
115 Classification Society surveyor. The extent of the inspection and the conditions under
116 which it is performed shall be to the satisfaction of the Classification Society. If the
117 conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at
118 their cost and expense make the Vessel available at a suitable alternative place near to
119 the delivery port, in which event the Cancelling Date shall be extended by the additional
120 time required for such positioning and the subsequent re-positioning. The Sellers may
121 not tender Notice of Readiness prior to completion of the underwater inspection.
122 (ii) if the rudder, propeller, bottom or other underwater parts below the deepest load line are
123 found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless
124 repairs can be carried out afloat to the satisfaction of the Classification Society, the
125 Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by
126 the Classification Society of the Vessel’s underwater parts below the deepest load line,
127 the extent of the inspection being in accordance with the Classification Society’s rules (2)
128 such defects shall be made good by the Sellers at their cost and expense to the
129 satisfaction of the Classification Society without condition/recommendation** and (3) the
130 Sellers shall pay for the underwater inspection and the Classification Society’s
131 attendance.
132 Notwithstanding anything to the contrary in this Agreement, if the Classification Society
133 do not require the aforementioned defects to be rectified before the next class
134 drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects
135 against a deduction from the Purchase Price of the estimate direct cost (of labour and
136 materials) of carrying out the repairs to the satisfaction of the Classification Society,
137 whereafter the Buyers shall have no further rights whatsoever in respect of the defects
138 and/or repairs. The estimated direct cost of the repairs shall be the average of quotes
139 for the repair work obtained from two reputable independent shipyards at or in the
140 vicinity of the port of delivery, one to be obtained by each of the Parties within two (2)
141 Banking Days from the date of the imposition of the condition/recommendation, unless
142 the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within
143 the stipulated time then the quote duly obtained by the other Party shall be the sole basis
144 for the estimate of the direct repair costs. The Sellers may not tender Notice of
115 Readiness prior to such estimate having been established.
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146 (iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry docking
147 facilities are available at the port of delivery, the Sellers shall take the Vessel to a port
148 where suitable drydocking facilities are available, whether within or outside the delivery
149 range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the
150 Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose
151 of this Clause, become the new port of delivery. In such event the Cancelling Date shall
152 be extended by the additional time required for the drydocking and extra steaming, but
153 limited to a maximum of fourteen (14) days.
154 (b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the
155 Classification Society of the Vessel’s underwater parts below the deepest load line, the extent
156 of the inspection being in accordance with the Classification Society’s rules. If the rudder,
157 propeller, bottom or other underwater parts below the deepest load line are found broken,
158 damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the
159 Sellers’ cost and expense to the satisfaction of the Classification Society without
160 condition/recommendation**. In such event the Seller are also to pay for the costs and
161 expenses in connection with putting the Vessel in and taking her out of drydock, including the
162 drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs
163 and expenses if parts of the tailshaft system are condemned or found defective or broken so as
164 to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and
166 expenses, dues and fees.
166 (c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above:
167 (i) The Classification Society may require survey of the tailshaft system, the extent of the
168 survey being to the satisfaction of the Classification surveyor. If such survey is
169 not required by the Classification Society, the Buyers shall have the option to require the
170 tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey
171 being in accordance with the Classification Society’s rules for tailshaft survey and
172 consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare
173 whether they require the tailshaft to be drawn and surveyed not later than by the
174 completion of the inspection by the Classification Society. The drawing and refitting of
175 the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be
176 condemned or found defective so as to affect the Vessel’s class, those parts shall be
177 renewed or made good at the Sellers’ cost and expense to the satisfaction of
178 Classification Society without condition/recommendation**.
179 (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by
180 the Buyers unless the Classification Society requires such survey to be carried out or if
181 parts of the system arc condemned or found defective or broken so as to affect the
182 Vessel’s class, in which case the Sellers shall pay these costs and expenses.
183 (iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as
184 observer(s) only without interfering with the work or decisions of the Classification
185 Society surveyor.
186 (iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned
187 and painted at their risk, cost and expense without interfering with the Sellers’ or the
188 Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely
189 delivery. If, however, the Buyer’s work in drydock is still in progress when the
190 Sellers have completed the work which the Sellers are required to do, the additional
191 docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and
192 expense. In the event that the Buyers’ work requires such additional time, the Sellers
193 may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst
194 the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be
195 obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in
196 drydock or not.
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197 *6(a) and 6(b) are alternatives; delete whichever is not-applicable. In the absence of deletions,
198 alternative 6(a) shall apply:
199 **Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification
200 Society without condition/recommendation are not to be taken into account.
201 7. Spares, bunkers and other items
202 The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board
203 and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or
204 spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspectiondelivery
205 used or unused, whether on board or not shall become the Buyers’ property without extra payment, but spares on
206 order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers
207 are not required to replace spare parts including spare tail-end shaft(s) and spare
208 propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to
209 delivery, but the replaced items shall be the property of the Buyers without extra payment. Unused stores and
210 provisions shall be included in the sale and be taken over by the Buyers without extra payment.
211 Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s
212 personal belongings including the slop chest are excluded from the sale without compensation,
213 as well as the following additional items: (include list)
214 Items on board which are on hire or owned by third parties, listed as follows, are excluded from
215 the sale without compensation (include list)
216 Items on board at the time of inspection which are on hire or owned by third parties, not listed
217 above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.
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.
218 The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and
219 greases in storage tanks and unopened drums and pay either:
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220 (a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or
221 (b) *the current net market price (excluding barging expenses) at the port and date of delivery
222 of the Vessel or, if unavailable, at the nearest bunkering port,
223 for the quantities taken over.
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224 Payment under this Clause shall be made at the same time and place and in the same
225 currency as the Purchase Price.
226 "inspection" in this Clause 7, shall mean the Buyers' inspection according to
Clause 4(a) or 4(b)
227 (inspection) if applicable. If the Vessel is taken over without inspection, the
date of this
228 Agreement shall be the relevant date.
229 *(a) and (b) are alternatives, delete whichever is not applicable. In the absence
of deletions
230 alternative (a) shall apply.
231 8. DocumentationConditions
precedent
232 The place of closing: to be mutually agreed by the Buyers and Sellers
233 (a) in exchange for payment Release of the Purchase Price is conditional upon the Sellers shall provide providing
the Buyers with the
234 following delivery documents and evidence:
235 (i) Two (2) original Legal Xxxx(s) of Sale in a form recordable in the Buyers’ Nominated Flag State,
236 transferring title of the Vessel and stating that the Vessel is free from all mortgages,
237 encumbrances and maritime liens or any other debts whatsoever, duly notarially attested
238 and legalised or apostilled, as required by the Buyers’ Nominated Flag State;
239 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by
240 the Sellers to authorise the execution, delivery and performance of this Agreement;
241 (iii) If applicable, oOriginal Power of Attorney of the Sellers appointing one or more representatives to act on behalf
242 of the Sellers in the performance of this Agreement, duly notarially attested and legalised
243 or apostilled (as appropriate);
244 (iv) A Certificate
or Transcript of Registry issued by the competent authorities of the Buyer's Nominated Flag Stateflag state
245 on the date of delivery Delivery
Date evidencing the Sellers’ ownership of the Vessel and that the
246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by
247 such authority to the closing meeting with the original to be sent to the Buyers as soon as
248 possible after delivery of the Vessel;
249 (v) A copy of Declaration of Class or (depending on the Classification Society) a Class Maintenance
250 Certificate issued within three (3) Banking Days prior to delivery the Delivery Date confirming that the
251 Vessel is in Class free of overdue condition/recommendation;
252 (vi) Certificate of Deletion of the Vessel from the Vessel's Registry or other
official evidence of
253 deletion appropriate to the Vessel's registry at the time of delivery, or, in the
event that
254 the registry does not as a matter of practice issue such documentation immediately,
a
255 written undertaking by the Sellers to effect deletion from the Vessel's registry
forthwith
2.56 and provide a certificate or other official evidence of deletion to the Buyers
promptly and
257 latest within four (4) weeks after the Purchase Price has been paid and the Vessel
has
258 been delivered;
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259 (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on
which the
260 Vessel ceased to be registered with the Vessel's registry, or, in the event that
the registry
261 does not as a matter of practice issue such certificate immediately, a written
undertaking
262 from the Sellers to provide the copy of this certificate promptly upon it being
issued
263 together with evidence of submission by the Sellers of a duly executed Form 2
stating
264 the date on which the Vessel shall cease to be registered with the Vessel's
registry;
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265 (viii) An
original Commercial Invoice for the Vessel;
266 (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and
greases;
267 (x) A copy of the Sellers’ letter to their satellite communication provider
cancelling the
268 Vessel’s communications contract which is to be sent immediately after delivery of
the
269 Vessel;
270 (xivii)
Any additional documents as may reasonably be required by the competent authorities of
271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the
272 Buyers notify the Sellers of any such documents as soon as possible after the date of
273 this Agreement; and
274 (xiiviii)
An original of Thethe Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not
275 black listed by any nation or international organisation;.
(ix) Evidence that the Existing Mortgage as defined in Additional Clause 25 (Further definitions))
has been irrevocably and unconditionally released and discharged and all records or registration thereof have been removed from the Buyer's Nominated Flat State'sFlag State's
(as defined in
Additional Clause
25 (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) 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;
(xii) 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 prepositioning
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.
276 (b) At the time of delivery the Buyers shall provide the Sellers with:
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277 (i) Evidence that all necessary corporate, shareholder and other action has been
taken by
278 the Buyers to authorise the execution, delivery and performance of this
Agreement; and
279 (ii) Power of Attorney of the Buyers appointing one or more representatives to act
on behalf
280 of the Buyers in the performance of this Agreement, duly notarially attested and
legalised
281 or apostilled (as appropriate).
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282 (cb)
If any of the documents listed in Sub-clauses (a) and (b) above are not in the English
283 language they shall be accompanied by an English translation by an authorised translator or
284 certified by a lawyer qualified to practice in the country of the translated language.
285 (dc)
The Parties shall to the extent possible exchange copies, drafts or samples of the
286 documents listed in Sub-clause (a) and Sub clause (b) above
for review and comment by the
287 other party not later than (state number of days), or if left
blank, nine (9) days prior to the
288 Vessel’s intended date of readiness for delivery as
notified by the Sellers pursuant to
289 Clause 5(b) of this Agreement.
290 (ed)
Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above,
291 the Sellers shall also hand to the Buyers shall gain title and ownership to the classification certificate(s) as well as all plans,
292 drawings and manuals, (excluding ISM/ISPS manuals), which
are on board the Vessel and shall remain on board the Vessel. Other
293 certificates which are on board the Vessel shall also be handed over to the Buyers unless such certificates are required to remain on board, or
294 the Sellers are required to retain same in their capacity as bareboat
charterers, in which case the Buyers have the right to take copiesthe Sellers shall, upon the request of the Buyers, provide copies of the
same at their expense.
295 (f) Other technical documentation which may be in the Sellers' possession shall
promptly after
296 delivery be forwarded to the Buyers at their expense, if they so request. The
Sellers may keep
297 the Vessel's log books but the Buyers have the right to take copies of same.
298 (ge)
Simultaneously with the release of the Purchase Price, Thethe Parties shall sign and deliver to
each other a Protocol of Delivery and Acceptance
299 confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
(f) Within one (1) Banking Day after theOn the Delivery Date, the Sellers shall provide the Buyers with a copy of
Certificate of Registry and an originala Certificate of Ownership and Encumbrances, both dated the Delivery Date and issued by the International Registries, Inc. of the Republic of the Xxxxxxxx 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).
300 9. Encumbrances
301 The Sellers warrant that the Vessel, at the time of delivery, is free from all charters (other than the Bareboat Charter and/or any other charters disclosed to, and approved by, the Buyers (as
owners under the Bareboat Charter)),
302 encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject
303 to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the
304 Buyers against all consequences of claims made against the Vessel which have been incurred
305 prior to the time of delivery.
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306 10. Taxes, fees and expenses
307 Any taxesTaxes,
fees and expenses in connection with the purchase and registration in the Buyers'
308 Nominated Flag State shall be for the Buyers'Sellers' account, whereasand similar charges in connection
309 with the closing of the Sellers' register shall be for the Sellers' account.
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310 11. Condition on delivery
See also Additional Clause 21 (Delivery under Bareboat Charter)
311 The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is
312 delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
313 delivered and taken over "as is where is" she was at the time of delivery inspection, fair wear and tear excepted.
314 However, the Vessel shall be delivered free of cargo and free of stowaways with her Class
315 maintained without overdue condition/recommendation*, free of average damage affecting the Vessel's
316 class, and with her classification certificates and national certificates, as well as all other
317 certificates the Vessel had at the time of inspectiondelivery, valid and unextended without
318 condition/recommendation* by the Classification Society or the relevant authorities at the time
319 of delivery.
320 "inspection" in this Clause 11, shall mean the Buyers' inspection according to
Clause 4(a) or
321 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection,
the date of this
322 Agreement shall be the relevant date.
323 *Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification
324 Society without condition/recommendation are not to be taken into account.
325 12. Name/markings
326 Upon delivery the Buyers undertake to change the name of the Vessel and alter
funnel
327 markings.
328 13. Buyers' default
329 Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers
have the
330 right to cancel this Agreement, and they shall be entitled to claim compensation
for their losses
331 and for all expenses incurred together with interest.
332 Should the Purchase Price not be paid pre-positioned in accordance with Clause 322 (Payment), the Sellers
333 have the right to, unless pre-positioning is made within five (5)
Banking Days of the original Prepositioning Date, cancel this Agreement, in which case the Deposit together with interest
334 earned, if any, shall be released to the Sellers. If the Deposit does
not cover their loss,and the
335 Sellers shall be entitled to claim further
compensation for their losses and for all expenses
336 incurred together with interest.
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337 14. Sellers' default
338 Should the Sellers fail to give Notice of Readiness in accordance
with Clause 5(b) or fail to be
339 ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the
340 option of cancelling this Agreement. If after Notice of Readiness has
been given but before
341 the Buyers have taken delivery, the Vessel ceases to be physically ready for
delivery and is not
342 made physically ready again by the Cancelling Date and new Notice of Readiness
given, the
343 Buyers shall retain their option to cancel. In the event that the Buyers elect to
cancel this
311 Agreement, the Deposit together with interest earned, if any, shall be released to
them
345 immediately.
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346 Should the Sellers fail to give Notice of Readiness by the
Cancelling Date or fail to be ready to
347 validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers
348 for their loss and for all expenses together with interest if their failure is due to proven
349 negligence and whether or not the Buyers cancel this Agreement.
350 15. Buyers' representatives
351 After this Agreement has been signed by the Parties and the Deposit has been
lodged, the
352 Buyers have the right to place two (2) representatives on board the Vessel at
their sole risk and
353 expense.
354 These representatives are on board for the purpose of familiarisation and in
the capacity of
355 observers only, and they shall not interfere in any respect with the operation
of the Vessel. The
356 Buyers and the Buyers’ representatives shall sign the Sellers' P&I Club’s
standard letter of
357 indemnity prior to their embarkation.
358 16. Law and Arbitrationarbitration
359 (a) *This Agreement shall be governed by and construed in accordance with English law and
360 any dispute arising out of or in connection with this Agreement shall be referred to arbitration in
361 London in accordance with the Arbitration Act 1996 or any statutory modification or re-
362 enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
363 The arbitration shall be conducted in accordance with the London Maritime Arbitrators
364 Association (LMAA) Terms current at the time when the arbitration proceedings are
365 commenced.
366 The reference shall be to three arbitrators, one to be appointed by each Party and the third, subject
to the provisions of the LMAA Terms, by the two so appointed. A party wishing to refer a dispute to arbitration shall
367 appoint its arbitrator and send notice of such appointment in writing to the other party requiring
368 the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and
369 stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own
370 arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the
371 other party does not appoint its own arbitrator and give notice that it has done so within the
372 fourteen (14) days specified, the party referring a dispute to arbitration may, without the
373 requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator
374 and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on
375 both Parties as if the sole arbitrator had been appointed by agreement.
376 In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the
377 arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at
378 the time when the arbitration proceedings are commenced. The seat of the arbitration shall be England, even where any hearing takes place outside England. The language of any and all arbitration proceedings shall be English. The law governing this clause 16 (Law and arbitration) shall be English law.
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379 (b) *This Agreement shall be governed by and construed in accordance with Title
9 of the
380 Xxxxxx Xxxxxx Xode and the substantive law (not including the choice of law
rules) of the State
381 of New York and any dispute arising out of or in connection with this Agreement
shall be
382 referred to three (3) persons at New York, one to be appointed by each of the
parties hereto,
383 and the third by the two so chosen; their decision or that of any two of them
shall be final, and
384 for the purposes of enforcing any award, judgment may be entered on an award by
any court of
385 competent jurisdiction. The proceedings shall be conducted in accordance with
the rules of the
386 Society of Maritime Arbitrators, Inc.
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387 In cases where neither the claim nor any counterclaim exceeds the sum of US$
100,000 the
388 arbitration shall be conducted in accordance with the Shortened Arbitration
Procedure of the
389 Society of Maritime Arbitrators, Inc.
390 (c) This Agreement shall be governed by and construed in
accordance with the laws of
391 (state place) and any dispute arising out of or in connection with this
Agreement shall be
392 referred to arbitration at (state
place), subject to the procedures applicable there.
393 *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable.
In the absence of
394 deletions, alternative 16(a) shall apply.
395 17. Notices
396 All notices to be provided under this Agreement shall be in writing.
397 Contact details for recipients of notices are as follows:
398 For the Buyers: NOBLE CELSIUS SHIPPING LIMITED [ ]
Address: [ ]18/F, CATIC Tower, 212 Jiang Ning Road. Shanghai, China
Fax No.: [ ]x00 00 00000000
Email: [ ]xxxxxxxxxxxx@xxxxxxxxxxxx.xxx
Attention: [ ]Peng Qingfeng
399 For the Sellers: Xxxxx Xxxx M2026 Corp.
Address: [c/o Golar Power Limited, 6th Floor, The Zig Zag, 70 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 00X,
Xxxxxxx
Fax No.: x00 (0)00 0000 0000
Email: Xxxxxxx.Xxxxxxxx@xxxxx.xxx/ Xxxxxxx.Xxxxxx@xxxxx.xxx
Attention: Xxxxxxx Xxxxxxxx / Xxxxxxx Xxxxxx]
[with a copy to:
Golar LNG Limited
Address: 6th Floor, The Zig Zag, 70 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 00X, Xxxxxxx
Fax No.: x00 (0)00 0000 0000
Email: xxxxx.xxxxxx@xxxxx.xxx
Attention: Xxxxx Xxxxxx]
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400 18. Entire Agreementagreement
401 The written terms of this Agreement comprise the entire agreement between the Buyers and
402 the Sellers in relation to the sale and purchase of the Vessel and supersede all previous
403 agreements whether oral or written between the Parties in relation thereto.
404 Each of the Parties acknowledges that in entering into this Agreement it has not relied on and
405 shall have no right or remedy in respect of any statement, representation, assurance or
406 warranty (whether or not made negligently) other than as is expressly set out in this Agreement.
407 Any terms implied into this Agreement by any applicable statute or law are hereby excluded to
408 the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude
409 any liability for fraud.
Additional Clauses 19 to 25 (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 25) 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/ ) /s/ Xxxxx Xxxxxx
as ) XXXXX XXXXXX
for and on behalf of ) Atxxxxxx-xx-xxxx
XXXXX XXXX X0000 XORP. )
BUYERS
Signed by /s/ ) /s/ Peng Qingfeng
as project manager ) Attorney-in-fact
for and on behalf of )
NOBLE CELSIUS SHIPPING LIMITED[ ] )
| AVIC/Golar LNG — MOA Additional Clauses | Page 21 |
Execution version
ADDITIONAL CLAUSES
TO MEMORANDUM OF AGREEMENT FOR LNG CARRIER "GOLAR CELSIUS"
| 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 is 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. | [Intentionally left blank] |
| 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). |
| (b) | The Sellers shall be fully responsible for the Buyers’ fulfillment of physical delivery (as 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 Agent’s portion of the Purchase Price (the “Existing Agent’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 by depositing with the Existing Agent the Existing Agent’s Portion which shall be subsequently released to the Existing Agent or to such person(s) as may be nominated by the Existing Agent in accordance with paragraph (b)(i) below; and/or |
| AVIC/Golar LNG — MOA Additional Clauses | Page 22 |
| (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 Agent’s Portion shall, subject to Clause 23 (Set-off of Upfront Hire against Purchase Price) below (if applicable), be paid by the Buyers by depositing with the Sellers’ Bank the Sellers’ Portion which shall be subsequently released to the Sellers or to such person(s) as may be nominated by 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 Agent and the Buyers, acting reasonably) that the Existing Agent’s Portion will be held to the order of the Buyers, and only be released to the Existing Agent or to such person(s) as may be nominated by the Existing Agent upon presentation to the Existing Agent 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 Agent the Existing Agent’s Portion to be so held and so released, provided that the Buyers’ obligation to deposit with the Existing Agent the Existing Agent’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 |
| (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 or to such person(s) as may be nominated by 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. |
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| (c) | For the avoidance of doubt: |
| (i) | the amount of the Existing Agent’s Portion may be zero; |
| (ii) | if the Sellers fail to notify the Buyers of the amount of the Existing Agent’s Portion in accordance with paragraph (a)(i) of this Clause 22, the amount of the Existing Agent’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 Agent’s Portion is zero or (2) the amount of the Existing Agent’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 Agent 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 Agent 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 Agent 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. |
| (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.
| AVIC/Golar LNG — MOA Additional Clauses | Page 24 |
| 23. | Set-off 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 (i) the Upfront Hire due from and payable by the Sellers (as charterers) to the Buyers (as owners) pursuant to the Bareboat Charter and (ii) the Deposit; and |
| (b) | on the date of payment of the Purchase Price, in accordance with Clause 22 (Payment) the Upfront Hire and the Deposit 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 (A) the Purchase Price and (B) the aggregate of the Upfront Hire and the Deposit. |
| 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. |
| 25. | Further definitions |
In this Agreement:
“Cancelling Date” means 10 March 2020 (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)(xii)(A) and (a)(xii)(C) of Clause 8 (Conditions precedent).
“Deposit” has the meaning given to such term in the Bareboat Charter.
“Existing Agent” means Citibank Europe PLC, UK Branch.
“Existing Liabilities” means all present and future moneys (including a principal amount of up to Sixty Five Million Two Hundred and Thirty Seven Thousand One Hundred and Forty Four US Dollars and Fifty Three Cents (US$65,237,144.53)), debts and liabilities due, arising or incurred by (among others) the Sellers to the relevant creditor parties and secured by (among other things) the Existing Mortgage.
“Existing Mortgage” means the first preferred Xxxxxxxx Islands ship mortgage dated 31 October 2013 granted by the Sellers (as owners) in favour of Swedbank AB (publ) as amended and assigned to the Existing Mortgagee by an assignment and amendment of the first preferred Xxxxxxxx Islands ship Mortgage dated 18 October 2018 as security for the Existing Liabilities.
| AVIC/Golar LNG — MOA Additional Clauses | Page 25 |
“Existing Mortgagee” means Citibank N.A., London Branch.
“Hire” has the meaning given to such term in the Bareboat Charter.
“Hire Payment Date” has the meaning given to such term in the Bareboat Charter.
“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 Agent 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); or |
| (b) | if any part of the Purchase Price deposited with the Existing Agent 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). |
“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).
“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 sixth (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”).
| AVIC/Golar LNG — MOA Additional Clauses | Page 26 |
“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 International Navigating 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 twenty five per cent. (25%) 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.
| AVIC/Golar LNG — MOA Additional Clauses | Page 27 |
The parties to this Agreement have executed this Agreement the day and year first before written.
| SELLERS | |
| Signed by /s/ XXXXX XXXXXX | ) |
| as duly authorised attorney-in-fact | ) /s/ Xxxxx Xxxxxx |
| for and on behalf of | ) |
| XXXXX XXXX M2026 CORP. | ) |
| BUYERS | |
| Signed by | ) /s/ Peng Quingfeng |
| as duly authorised | ) Peng Qingfeng |
| for and on behalf of | ) |
| NOBLE CELSIUS SHIPPING LIMITED | ) |
| Attorney-in-Fact |
| AVIC/Golar LNG — MOA Additional Clauses | Page 28 |
