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-B)
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. 2246). 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.
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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.
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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-B) LIMITED
By: /s/ Joseph Avantario
---------------------------
Name: Joseph Avantario
-------------------------
Title: Director
------------------------
CHINA SHIPBUILDING TRADING
COMPANY, LIMITED
By: /s/ Shen Yiping
---------------------------
Name: Shen Yiping
-------------------------
Title: Vice President
------------------------
JIANGNAN SHIPYARD
By: /s/ Gong Jingen
---------------------------
Name: Gong Jingen
-------------------------
Title: Vice President
------------------------
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Navigator Gas Transport PLC July 31, 1997
SCHEDULE 1 - REFUNDMENT GUARANTEE - HULL NO. 2246
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 11,841,998
11.8 01-Aug-98 11,937,252
12.8 01-Sep-98 12,032,506
13.8 01-Oct-98 12,127,761
14.8 01-Nov-98 12,223,015
15.8 01-Dec-98 12,318,269
16.8 01-Jan-99 12,413,523
17.8 01-Feb-99 12,508,777
18.8 01-Mar-99 12,604,031
19.8 01-Apr-99 19,557,586
20.8 01-May-99 19,709,992
21.8 01-Jun-99 19,862,399
22.8 01-Jul-99 20,014,806
23.8 01-Aug-99 24,739,412
24.8 01-Sep-99 24,929,921
25.8 01-Oct-99 25,120,429
26.8 01-Nov-99 25,310,937
27.8 01-Dec-99 25,501,446
28.8 01-Jan-2000 25,691,954
29.8 01-Feb-2000 25,882,462
30.8 01-Mar-2000 26,072,971
31.8 01-Apr-2000 26,263,479
32.8 01-May-2000 26,453,987
33.8 01-Jun-2000 26,644,496
34.8 01-Jul-2000 26,757,004
35.8 01-Aug-2000 26,877,512
36.8 01-Sep-2000 26,996,021
37.8 01-Oct-2000 27,112,529
38.8 01-Nov-2000 27,227,037
39.8 01-Dec-2000 27,339,546
40.8 01-Jan-2001 27,420,054
41.8 01-Feb-2001 27,507,562
42.8 01-Mar-2001 27,593,071
43.8 01-Apr-2001 27,675,579
Cambridge Partners, L.L.C. FINAL
Navigator Gas Transport PLC July 31, 1997
SCHEDULE 2 - REFUNDMENT GUARANTEE - HULL NO. 2246
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 11,841,998
11.8 01-Aug-98 11,937,252
12.8 01-Sep-98 12,032,506
13.8 01-Oct-98 12,127,761
14.8 01-Nov-98 12,223,015
15.8 01-Dec-98 12,318,269
16.8 01-Jan-99 12,413,523
17.8 01-Feb-99 12,508,777
18.8 01-Mar-99 12,604,031
19.8 01-Apr-99 19,557,586
20.8 01-May-99 19,709,992
21.8 01-Jun-99 19,862,399
22.8 01-Jul-99 20,014,806
23.8 01-Aug-99 24,739,412
24.8 01-Sep-99 24,929,921
25.8 01-Oct-99 25,120,429
26.8 01-Nov-99 25,310,937
27.8 01-Dec-99 25,501,446
28.8 01-Jan-2000 25,691,954
29.8 01-Feb-2000 25,882,462
30.8 01-Mar-2000 26,072,971
31.8 01-Apr-2000 26,263,479
32.8 01-May-2000 26,453,987
33.8 01-Jun-2000 26,644,496
34.8 01-Jul-2000 26,757,004
35.8 01-Aug-2000 26,877,512
36.8 01-Sep-2000 26,996,021
37.8 01-Oct-2000 27,112,529
38.8 01-Nov-2000 27,227,037
39.8 01-Dec-2000 27,339,546
40.8 01-Jan-2001 27,420,054
41.8 01-Feb-2001 27,507,562
42.8 01-Mar-2001 27,593,071
43.8 01-Apr-2001 27,675,579
Cambridge Partners, L.L.C. FINAL
Navigator Gas Transport PLC July 31, 1997
SCHEDULE 3 - PERFORMANCE BOND - HULL NO. 2246
MONTH DATE AMOUNT
0.0 Aug-97 1,829,659
0.8 Sep-97 4,513,787
1.8 Oct-97 4,730,972
2.8 Nov-97 4,965,925
3.8 Dec-97 5,179,198
4.8 Jan-98 5,419,179
5.8 Feb-98 5,682,838
6.8 Mar-98 5,888,364
7.8 Apr-98 6,130,079
8.8 May-98 6,351,120
9.8 Jun-98 6,589,701
10.8 Jul-98 6,777,094
11.8 Aug-98 7,003,405
12.8 Sep-98 7,236,253
13.8 Oct-98 7,452,039
14.8 Nov-98 7,682,302
15.8 Dec-98 7,895,308
16.8 Jan-99 8,133,779
17.8 Feb-99 8,393,362
18.8 Mar-99 8,606,941
19.8 Apr-99 8,798,724
20.8 May-99 9,007,537
21.8 Jun-99 9,227,864
22.8 Jul-99 9,450,835
23.8 Aug-99 9,646,393
24.8 Sep-99 10,026,826
25.8 Oct-99 10,419,142
26.8 Nov-991 6,062,777
27.8 Dec-99 6,245,665
28.8 Jan-2000 6,452,133
29.8 Feb-2000 6,668,220
30.8 Mar-2000 6,862,406
31.8 Apr-2000 7,071,513
32.8 May-2000 7,269,095
33.8 Jun-2000 7,554,455
34.8 Jul-2000 7,288,286
35.8 Aug-2000 7,025,566
36.8 Sep-2000 6,766,042
37.8 Oct-2000 6,494,266
38.8 Nov-2000 6,231,049
39.8 Dec-2000 5,985,003
40.8 Jan-2001 5,690,928
41.8 Feb-2001 5,410,168
42.8 Mar-2001 5,096,858
43.8 Apr-2001 4,488,458
Cambridge Partners, L.L.C. FINAL