Approved by
 	
       
 	
       
 	
       
 
	
                         
 	
                         
 	
                        the Documentary Committee of The
 	
                         
 	
                        Approved by
 	
                         
 
	
                        Printed by BIMCO’s idea
 	
                         
 	
                        Japan Shipping Exchange Inc., Tokyo
 	
                         
 	
                        the International Ship Managers’ Association (InterManager)
 	
   
 






 


  	1.
	Date of Agreement
	 
	 
	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
	

      

	STANDARD SHIP MANAGEMENT AGREEMENT

	CODE NAME: “SHIPMAN 98”

	Part I



	2.
	Owners (name, place of registered office and law of registry) (Cl. 1)
	 
	3.
	Managers (name, place of registered office and law of registry) (Cl. 1)

	 
	Name
	 
	 
	Name

              CMA Ships SAS

	 
	Place of registered office
	 
	 
	Place of registered office

              4, quai d’Arenc, 13002 Marseille, France

	 
	Law of registry
	 
	 
	Law of registry 

              France

	4.
	Day and year of commencement of Agreement (Cl. 2)

              As per delivery under charterparty dated [   ] between [   ] and [   ]
	 
	 

	5.
	Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)

              Yes

              


	 
	6.
	Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)

              Yes

              



	7.
	Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)

              No




	 
	8.
	Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) 

              No





	9.
	Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5) 

              Yes




	 
	10.
	Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) 

        No





	11.
	Provisions (state “yes” or “no” as agreed) (Cl. 3.7) 

              Yes




	 
	12.
	Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) 

        No





	13.
	Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) 

              N/A




	 
	14.
	Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) 

              (ii)





	15.
	Annual Management Fee (state annual amount) (Cl. 8.1) 

              USD114,000




	 
	16.
	Severance Costs (state maximum amount) (Cl. 8.4(ii))

              Nil





	17.
	Day and year of termination of Agreement (Cl. 17) 

              Three (3) years from delivery into charter as per Box 4




	 
	18.
	Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) 

              Clause 19.1





	19.
	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)

          Global Ship Lease

              4th Floor

              Millbank Business Centre, Millbank Tower

              London SW1P 4QP, United Kingdom

              Tel +44 20 7802 5100




	 	20.
	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)

          CMA Ship Management

              4, quai d’Arenc

              13002 Marseille,

              Fax +33 4 88 91 84 97 








It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew),
“C” (Budget) and
Annex “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and Annex “D” shall prevail over those of PART II to the extent of such conflict but no further..

 


	
      Signature(s) (Owners)


      
 	
       
 	
  Signature(s) (Managers)


  
 






This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 

 

 








ANNEX “D” (ASSOCIATED VESSELS) TO 

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98” 

 



	
                         
 




NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT. 

    

  Date of Agreement:

  

  Details of Associated Vessels:

  

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 














PART II 

“SHIPMAN 98” Standard Ship Management Agreement

 


	
      1.  Definitions
 	
       
 	
      1
 
	In this Agreement save where the context otherwise requires,
 	
                         
 	
                        2
 
	the following words and expressions shall have the meanings
 	
                         
 	
                        3
 
	
       hereby assigned to them.
 	
                         
 	
                        4
 
	
                         
 	
                         
 	
                         
 
	
                        “Owners” means the party identified in Box 2.
 	
                         
 	
                        5
 
	
                        “Managers” means the party identified in Box 3.
 	
                         
 	
                        6
 
	
                        “Vessel” means the vessel [name, IMO, year built] or vessels details
 	
                         
 	
                        7
 
	
                        of which are set
 	
                         
 	
                         
 
	
      out in Annex “A ”attached hereto.
 	
                         
 	
                         
 
	
                        “Crew” means the Master, officers and ratings of the Vessel
 	
                         
 	
                        8
 
	
                        numbers,
 	
                         
 	
                        9
 
	
                        rank and nationality specified in Annex “B ”; attached hereto.
 	
                         
 	
                        10
 
	
                        “Crew Support Costs” means all expenses of a general nature
 	
                         
 	
                        11
 
	
                        which are not particularly referable to any individual vessel for
 	
                         
 	
                        12
 
	
                        the time being managed by the Managers and which are incurred
 	
                         
 	
                        13
 
	
                        by the Managers for the purpose of providing an efficient and
 	
                         
 	
                        14
 
	
                        economic management service and, without prejudice to the
 	
                         
 	
                        15
 
	
                        generality of the foregoing, shall include the cost of crew standby 
 	
                         
 	
                        16
 
	
                        pay, training schemes for officers and ratings, cadet training
 	
                         
 	
                        17
 
	
                        schemes, sick pay, study pay, recruitment and interviews.
 	
                         
 	
                        18
 
	
                        “Severance Costs” means the costs which the employers are
 	
                         
 	
                        19
 
	
                        legally obliged to pay to or in respect of the Crew as a result of
 	
                         
 	
                        20
 
	
      the early termination of any employment contract for service on
 	
                         
 	
                        21
 
	
                        the Vessel.
 	
                         
 	
                        22
 
	
                        “Crew Insurances” means insurances against crew risks which
 	
                         
 	
                        23
 
	
                        shall include but not be limited to death, sickness, repatriation,
 	
                         
 	
                        24
 
	
                        injury, shipwreck unemployment indemnity and loss of personal
 	
                         
 	
                        25
 
	
                        effects.
 	
                         
 	
                        26
 
	
                        “Management Services” means the services specified in sub-
 	
                         
 	
                        27
 
	
                        clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.
 	
                         
 	
                        28
 
	
                        “ISM Code” means the International Management Code for the
 	
                         
 	
                        29
 
	
                        Safe Operation of Ships and for Pollution Prevention as adopted
 	
                         
 	
                        30
 
	
                        by the International Maritime Organization (IMO) by resolution
 	
                         
 	
                        31
 
	
                        A.741 (18) or any subsequent amendment thereto.
 	
                         
 	
                        32
 
	
                        “STCW 95” means the International Convention on Standards
 	
                         
 	
                        33
 
	
                        of Training, Certification and Watchkeeping for Seafarers, 1978,
 	
                         
 	
                        34
 
	
                        as amended in 1995 or any subsequent amendment thereto.
 	
                         
 	
                        35
 
	
                         
 	
                         
 	
                         
 
	
                        2. Appointment of Managers
 	
                         
 	
                        36
 
	
                        With effect from the day and year stated in Box 4 and continuing
 	
                         
 	
                        37
 
	
                        unless and until terminated as provided herein, the Owners
 	
                         
 	
                        38
 
	
                        hereby appoint the Managers and the Managers hereby agree
 	
                         
 	
                        39
 
	
                        to act as the Managers of the Vessel.
 	
                         
 	
                        40
 
	
                         
 	
                         
 	
                         
 
	
                        3. Basis of Agreement
 	
                         
 	
                        41
 
	
                        Subject to the terms and conditions herein provided, during the
 	
                         
 	
                        42
 
	
                        period of this Agreement, the Managers shall carry out
 	
                         
 	
                        43
 
	
                        Management Services in respect of the Vessel as agents for
 	
                         
 	
                        44
 
	
                        and on behalf of the Owners. The Managers shall have authority
 	
                         
 	
                        45
 
	
                        to take such actions as they may from time to time in their absolute
 	
                         
 	
                        46
 
	
                        discretion consider to be necessary to enable them to perform
 	
                         
 	
                        47
 
	
                        this Agreement in accordance with sound ship management
 	
                         
 	
                        48
 
	
                        practice. The Managers shall exercise their best efforts to
 	
                         
 	
                        49
 
	
                        implement the terms and conditions of this Agreement.
 	
                         
 	
                         
 
	
                        3.1 Crew Management
 	
                         
 	
                        50
 
	
                        (only applicable if agreed according to Box 5)
 	
                         
 	
                        51
 
	
                        The Managers shall provide suitably qualified Crew for the Vessel
 	
                         
 	
                        52
 
	
                        as required by the Owners in accordance with the STCW 95
 	
                         
 	
                        53
 
	
                        requirements, provision of which includes but is not limited to
 	
                         
 	
                        54
 
	
                        the following functions:
 	
                         
 	
                        55
 
	
      (i)   selecting and engaging the Vessel’s Crew, including payroll
 	
                         
 	
                        56
 
	
        arrangements, pension administration, and insurances for
 	
                         
 	
                        57
 
	
        the Crew other than those mentioned in Clause 6;
 	
                         
 	
                        58
 
	
      (ii)  ensuring that the applicable requirements of the law of the
 	
                         
 	
                        59
 
	
        flag of the Vessel are satisfied in respect of manning levels,
 	
       
 	
      60
 
	
        rank, qualification and certification of the Crew and
 	
                         
 	
                        61
 
	
        employment regulations including Crew’s tax, social
 	
                         
 	
                        62
 
	
        insurance, discipline and other requirements;
 	
                         
 	
                        63
 
	
                        (iii) ensuring that all members of the Crew have passed a medical
 	
                         
 	
                        64
 




					   
	   examination with a qualified doctor certifying that they are fit
	 
	65

	   for the duties for which they are engaged and are in possession
	 
	66

	   of valid medical certificates issued in accordance with
	 
	67

	   appropriate flag State requirements. In the absence of
	 
	68

	   applicable flag State requirements the medical certificate shall
	 
	69

	   be dated not more than three months prior to the respective
	 
	70

	  Crew members leaving their country of domicile and
	 
	71

	  maintained for the duration of their service on board the Vessel;
	 
	72

	(iv)  ensuring that the Crew shall have a command of the English
	 
	73

	  language of a sufficient standard to enable them to perform
	 
	74

	  their duties safely;
	 
	75

	(v)  arranging transportation of the Crew, including repatriation;
	 
	76

	(vi)  training of the Crew and supervising their efficiency;
	 
	77

	(vii) conducting union negotiations;
	 
	78

	(viii) operating the Managers’ drug and alcohol policy unless
	 
	79

	otherwise agreed.
	 
	80

	 
	 
	
	3.2 Technical Management
	 
	81

	(only applicable if agreed according to Box 6)
	 
	82

	The Managers shall provide technical management which
	 
	83

	includes, but is not limited to, the following functions:
	 
	84

	(i)    provision of competent personnel to supervise the
	 
	85

	   maintenance and general efficiency of the Vessel;
	 
	86

	(ii)   arrangement and supervision of dry dockings, repairs,
	 
	87

	   alterations and the upkeep of the Vessel to the standards
	 
	88

	   required by the Owners provided that the Managers shall
	 
	89

	   be entitled to incur the necessary expenditure to ensure
	 
	90

	   that the Vessel will comply with the law of the flag of the
	 
	91

	   Vessel and of the places where she trades, and all
	 
	92

	   requirements and recommendations of the classification
	 
	93

	   society;
	 
	94

	(iii)  arrangement of the supply of necessary stores, spares and
	 
	95

	   lubricating oil;
	 
	96

	(iv)  appointment of surveyors and technical consultants as the
	 
	97

	   Managers may consider from time to time to be necessary;
	 
	98

	(v)   development, implementation and maintenance of a Safety
	 
	99

	   Management System (SMS) in accordance with the ISM
	 
	100

	   Code (see sub-clauses 4.2 and 5.3).
	 
	101

	 
	 
	 

	3.3 Commercial Management
	 
	102

	(only applicable if agreed according to Box 7)
	 
	103

	The Managers shall provide the commercial operation of the
	 
	104

	Vessel, as required by the Owners, which includes, but is not
	 
	105

	limited to, the following functions:
	 
	106

	(i)    providing chartering services in accordance with the Owners’
	 
	107

	   instructions which include, but are not limited to, seeking
	 
	108

	   and negotiating employment for the Vessel and the conclusion
	 
	109

	   (including the execution thereof) of charter parties or other
	 
	110

	   contracts relating to the employment of the Vessel. If such a
	 
	111

	   contract exceeds the period stated in Box 13, consent thereto
	 
	112

	   in writing shall first be obtained from the Owners.
	 
	113

	(ii)   arranging of the proper payment to Owners or their nominees
	 
	114

	   of all hire and/or freight revenues or other moneys of
	 
	115

	   whatsoever nature to which Owners may be entitled arising
	 
	116

	   out of the employment of or otherwise in connection with the
	 
	117

	   Vessel.
	 
	118

	(iii)   providing voyage estimates and accounts and calculating of
	 
	119

	    hire, freights, demurrage and/or despatch moneys due from
	 
	120

	    or due to the charterers of the Vessel;
	 
	121

	(iv)    issuing of voyage instructions;
	 
	122

	(v)     appointing agents;
	 
	123

	(vi)    appointing stevedores;
	 
	124

	(vii)   arranging surveys associated with the commercial operation
	 
	125

	     of the Vessel.
	 
	126

	 
	 
	 

	3.4 Insurance Arrangements’
	 
	127

	(only applicable if agreed according to Box 8)
	 
	128

	The Managers shall arrange insurances in accordance with
	 
	129

	Clause 6, on such terms and conditions as the Owners shall
	 
	130

	 
	 
	








This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the preprinted text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 








 








PART II 

“SHIPMAN 98” Standard Ship Management Agreement

 


	
                        have instructed or agreed, in particular regarding conditions,
 	
       
 	
                        131
 
	
                        insured values, deductibles and franchises.
 	
                         
 	
                        132
 
	
                         
 	
                         
 	
                         
 
	
                        3.5 Accounting Services
 	
                         
 	
                        133
 
	
                        (only applicable if agreed according to Box 9)
 	
                         
 	
                        134
 
	
                        The Managers shall:
 	
                         
 	
                        135
 
	
      (i)   establish an accounting system which meets the
 	
                         
 	
                        136
 
	
        requirements of the Owners and provide regular accounting
 	
                         
 	
                        137
 
	
        services, supply regular reports and records,
 	
                         
 	
                        138
 
	
      (ii)  provide monthly financial reports, or other necessary
 	
                         
 	
                         
 
	
        reports, to enable the Owners to fulfill their public reporting
 	
                         
 	
                         
 
	
        requirements on a timely basis. All accounting and financial
 	
                         
 	
                         
 
	
                          reports provided by the Managers shall comply with the
 	
                         
 	
                         
 
	
                          requirements of Section 404 of the U.S. Sarbanes Oxley Act.
 	
                         
 	
                         
 
	
                        (iii) maintain the records of all costs and expenditure incurred
 	
                         
 	
                        139
 
	
                        as well as data necessary or proper for the settlement of
 	
                         
 	
                        140
 
	
                        accounts between the parties.
 	
                         
 	
                        141
 
	
                       (iv) If the Owners determine in their sole discretion that they
 	
                         
 	
                         
 
	
                    will likely be unable to, or be unable to without an unreasonable
 	
                         
 	
                         
 
	
                       effort or expense, timely to file any of their public reports or
 	
                         
 	
                         
 
	
                      believe they are likely to receive a “material weakness”
 	
                         
 	
                         
 
	
                      qualification from their auditors with respect to their internal
 	
                         
 	
                         
 
	
                      controls, in either case due to the Managers’ failure or probable
 	
                         
 	
                         
 
	
                     failure to provide the necessary information within the required
 	
                         
 	
                         
 
	
                    time frame, then the Managers hereby agree to give authorized
 	
                         
 	
                         
 
	
                      employees of the Owners, their accountants or other designated
 	
                         
 	
                         
 
	
                     advisors access to such documents, books, records, data, other
 	
                         
 	
                         
 
	
                      information and staff of the Managers and their affiliates as is
 	
                         
 	
                         
 
	
                      reasonably required to permit the Owners to timely meet any
 	
                         
 	
                         
 
	
                      reporting obligations with which they are obligated, or choose, to
 	
                         
 	
                         
 
	
                       comply, or to remedy the deficiency with respect to their internal
 	
                         
 	
                         
 
	
                      controls as required by Section 404 of the U.S. Sarbanes Oxley
 	
                         
 	
                         
 
	
                      legislation. Managers further agree to cause their affiliates and any
 	
                         
 	
                         
 
	
                      employees of their Managers or their affiliates to cooperate with
 	
                         
 	
                         
 
	
                     the designated representatives and the designated representatives
 	
                         
 	
                         
 
	
                      shall be entitled to attend meetings and/or request information
 	
                         
 	
                         
 
	
                     (unless such meetings or information pertain to commercially
 	
                         
 	
                         
 
	
                      sensitive aspects of the Managers’ or an affiliate’s business) from
 	
                         
 	
                         
 
	
                     the employees in order to obtain any necessary information.
 	
                         
 	
                         
 
	
                       Managers shall bear all costs and expenses associated with the
 	
                         
 	
                         
 
	
                      designated representatives’ services.
 	
                         
 	
                         
 
	 
	 
	 

	With regard to any and all loss, damage,
     delay or expense of
             

          whatsoever
  nature, whether direct or indirect and howsoever
  arising 

     in the course of providing the Management Services set
     forth in this 

     Clause 3.5, Managers will indemnify and save harmless
     the Owners,

     their affiliates, and their respective current and former
     directors, 

     officers, employees, subcontractors and current and future
     affiliates 

     (the “Owner Indemnified Persons”) from and against any 

     and all losses, damages, delays or expenses incurred or suffered by 

     an Owner Indemnified Persons of whatsoever nature, whether direct

     or indirect and howsoever arising, related to a breach by Managers of

     their obligations set forth in this Clause 3.5; provided that the 

     Managers’
     aggregate liability under this Clause 3.5 to Owner 

     Indemnified
      Persons
      shall never exceed a total of ten times

      the annual management fee payable
      hereunder. Notwithstanding 

      Clauses 11.2, 11.3 or anything else herein to
      the contrary, 

      Managers acknowledge and agree that in the event of any 

      breach of this Clause 3.5, (i) the remedies provided herein are 

      non-exclusive
      and shall not preclude any other remedies available at 

      law or in equity (including,
      without limitation, specific performance 

      and injunctive relief against further
      violations), and (ii) limitations to

      indemnification set forth in Clauses 11.2 and 11.3 shall not apply to

      the provisions of this Clause 3.5.

     	 
	 

	 
	 
	 

	
      3.6 Sale or Purchase of the Vessel
 	
                         
 	
                        142
 
	
                       (only applicable if agreed according to Box 10)
 	
                         
 	
                        143
 
	
                       The Managers shall, in accordance with the Owners’ instructions,
 	
                         
 	
                        144
 
	
                        supervise the sale or purchase of the Vessel, including the
 	
       
 	
                        145
 
	
                       performance of any sale or purchase agreement, but not
 	
                         
 	
                        146
 
	
                        negotiation of the same.
 	
                         
 	
                        147
 
	
                         
 	
                         
 	
                         
 
	
                        3.7 Provisions (only applicable if agreed according to Box 11)
 	
                         
 	
                        148
 
	
                        The Managers shall arrange for the supply of provisions.
 	
                         
 	
                        149
 
	
                         
 	
                         
 	
                         
 
	
                        3.8 Bunkering (only applicable if agreed according to Box 12)
 	
                         
 	
                        150
 
	
                       The Managers shall arrange for the provision of bunker fuel of the
 	
                         
 	
                        151
 
	
                       quality specified by the Owners as required for the Vessel’s trade.
 	
                         
 	
                        152
 
	
                         
 	
                         
 	
                         
 
	
                        4. Managers’ Obligations
 	
                         
 	
                        153
 
	
                        4.1 The Managers undertake to use their best endeavours to
 	
                         
 	
                        154
 
	
                        provide the agreed Management Services as agents for and on 
 	
                         
 	
                        155
 
	
                        behalf of the Owners in accordance with sound ship management
 	
                         
 	
                        156
 
	
                        practice and to protect and promote the interests of the Owners in
 	
                         
 	
                        157
 
	
                        all matters relating to the provision of services hereunder.
 	
                         
 	
                        158
 
	
                        Provided, however, that the Managers in the performance of their
 	
                         
 	
                        159
 
	
                        management responsibilities under this Agreement shall be entitled
 	
                         
 	
                        160
 
	
                        to have regard to their overall responsibility in relation to all vessels
 	
                         
 	
                        161
 
	
                        as may from time to time be entrusted to their management and
 	
                         
 	
                        162
 
	
                        in particular, but without prejudice to the generality of the foregoing,
 	
                         
 	
                        163
 
	
                        the Managers shall be entitled to allocate available supplies,
 	
                         
 	
                        164
 
	
                        manpower and services in such manner as in the prevailing
 	
                         
 	
                        165
 
	
                        circumstances the Managers in their absolute discretion consider
 	
                         
 	
                        166
 
	
                        to be fair and reasonable. The Managers shall not give
 	
                         
 	
                        167
 
	
                        preferential treatment to any vessel owned by CMA CGM and its
 	
                         
 	
   
 




  
	subsidiaries to the detriment of the Vessel or its Owners.
	 
	 

	4.2 Where the Managers are providing Technical Management
	 
	168

	in accordance with sub-clause 3.2, they shall procure that the
	 
	169

	requirements of the law of the flag of the Vessel are satisfied and
	 
	170

	they shall in particular be deemed to be the “Company” as defined
	 
	171

	by the ISM Code, assuming the responsibility for the operation of
	 
	172

	the Vessel and taking over the duties and responsibilities imposed
	 
	173

	by the ISM Code when applicable.
	 
	174

	5. Owners’ Obligations
	 
	175

	5.1 The Owners shall pay all sums due to the Managers punctually
	 
	176

	in accordance with the terms of this Agreement.
	 
	177

	5.2 Where the Managers are providing Technical Management
	 
	178

	in accordance with sub-clause 3.2, the Owners shall:
	 
	179

	(i)  procure that all officers and ratings supplied by them or on
	 
	180

	 their behalf comply with the requirements of STCW 95;
	 
	181

	(ii) instruct such officers and ratings to obey all reasonable orders
	 
	182

	 of the Managers in connection with the operation of the
	 
	183

	 Managers’ safety management system.
	 
	184

	5.3 Where the Managers are not providing Technical Management
	 
	185

	in accordance with sub-clause 3.2, the Owners shall procure that
	 
	186

	the requirements of the law of the flag of the Vessel are satisfied
	 
	187

	and that they, or such other entity as may be appointed by them
	 
	188

	and identified to the Managers, shall be deemed to be the
	 
	189

	“Company” as defined by the ISM Code assuming the responsibility
	 
	190

	for the operation of the Vessel and taking over the duties and
	 
	191

	responsibilities imposed by the ISM Code when applicable.
	 
	192

	6. Insurance Policies
	 
	193

	The Owners shall procure, whether by instructing the Managers
	 
	194

	under sub-clause 3.4 or otherwise, that throughout the period of
	 
	195

	this Agreement:
	 
	196

	6.1 at the Owners’ expense, the Vessel is insured for not less
	 
	197

	than her sound market value or entered for her full gross tonnage,
	 
	198

	as the case may be for:
	 
	199

	(i)   usual hull and machinery marine risks (including crew
	 
	200

	  negligence) and excess liabilities;
	 
	201

	(ii)  protection and indemnity risks (including pollution risks and
	 
	202

	  Crew Insurances); and
	 
	203

	(iii) war risks (including protection and indemnity and crew risks)
	 
	204

	in accordance with the best practice of prudent owners of
	 
	205

	vessels of a similar type to the Vessel, with first class insurance
	 
	206

	companies, underwriters or associations (“the Owners’
	 
	207

	Insurances”);
	 
	208

	6.2 all premiums and calls on the Owners’ Insurances are paid
	 
	209

	promptly by their due date,
	 
	210

	6.3 the Owners’ Insurances name the Managers and, subject
	 
	211

	to underwriters’ agreement, any third party designated by the
	 
	212

	Managers as a joint assured, with full cover, with the Owners
	 
	213

	obtaining cover in respect of each of the insurances specified in
	 
	214

	sub-clause 6.1:
	 
	215

	(i)   on terms whereby the Managers and any such third party
	 
	216

	  are liable in respect of premiums or calls arising in connection
	 
	217

	  with the Owners’ Insurances; or
	 
	218

	(ii)  if reasonably obtainable, on terms such that neither the
	 
	219

	  Managers nor any such third party shall be under any
	 
	220

	  liability in respect of premiums or calls arising in connection
	 
	221

	  with the Owners’ Insurances; or
	 
	222

	(iii) on such other terms as may be agreed in writing.
	 
	223

	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left
	 
	224

	blank then (i) applies.
	 
	225

	6.4 written evidence is provided, to the reasonable satisfaction
	 
	226

	of the Managers, of their compliance with their obligations under
	 
	227

	Clause 6 within a reasonable time of the commencement of
	 
	228

	the Agreement, and of each renewal date and, if specifically
	 
	229

	requested, of each payment date of the Owners’ Insurances.
	 
	230

	 
	 
	 

	7. Income Collected and Expenses Paid on Behalf of Owners
	 
	231







 

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 













PART II

 “SHIPMAN 98” Standard Ship Management Agreement

 


  
    	7.1 All moneys collected by the Managers under the terms of
	 
	232

	this Agreement (other than moneys payable by the Owners to
	 
	233

	the Managers) and any interest thereon shall be held to the
	 
	234

	credit of the Owners in a separate bank account.
	 
	235

	7.2 All expenses incurred by the Managers under the terms
	 
	236

	of this Agreement on behalf of the Owners (including expenses
	 
	237

	as provided in Clause 8) may be debited against the Owners
	 
	238

	in the account referred to under sub-clause 7.1 but shall in any
	 
	239

	event remain payable by the Owners to the Managers on
	 
	240

	demand.
	 
	241

	 	 	 
	8. Management Fee
	 
	242

	8.1 The Owners shall pay to the Managers for their services
	 
	243

	as Managers under this Agreement an annual management
	 
	244

	fee as stated in Box 15 which shall be payable by equal
	 
	245

	monthly instalments in advance, the first instalment being
	 
	246

	payable on the commencement of this Agreement (see Clause
	 
	247

	2 and Box 4) and subsequent instalments being payable every
	 
	248

	month. 
	 
	249

	8.2 The management fee shall be subject to an annual review
	 
	250

	on the anniversary date of the Agreement and the proposed
	 
	251

	fee shall be presented in the annual budget referred to in sub-
	 
	252

	clause 9.1.
	 
	253

	8.3 The Managers shall, at no extra cost to the Owners, provide
	 
	254

	their own office accommodation, office staff, facilities and
	 
	255

	

		stationery. Without limiting the generality of Clause 7 the Owners
	 
	256

	shall reimburse the Managers for postage and communication
	 
	257

	expenses, travelling expenses, and other out of pocket
	 
	258

	expenses properly incurred by the Managers in pursuance of
	 
	259

	the Management Services.
	 
	260

	8.4 In the event of the appointment of the Managers being
	 
	261

	terminated by the Owners or the Managers in accordance with
	 
	262

	the provisions of Clauses 17 and 18 other than by reason of
	 
	263

	default by the Managers, or if the Vessel is lost, sold or otherwise
	 
	264

	disposed of, the “management fee” payable to the Managers
	 
	265

	according to the provisions of sub-clause 8.1, shall continue to
	 
	266

	be payable for a further period of three calendar months as
	 
	267

	from the termination date. In addition, provided that the
	 
	268

	Managers provide Crew for the Vessel in accordance with sub-
	 
	269

	clause 3.1:
	 
	270

	(i) the Owners shall continue to pay Crew Support Costs during
	 
	271

	the said further period of three calendar months and
	 
	272

	(ii) the Owners shall pay an equitable proportion of any
	 
	273

	Severance Costs which may materialize, not exceeding
	 
	274

	the amount stated in Box 16.
	 
	275

	8.5 If the Owners decide to lay-up the Vessel whilst this
	 
	276

	Agreement remains in force and such lay-up lasts for more
	 
	277

	than three months, an appropriate reduction of the management
	 
	278

	fee for the period exceeding three months until one month
	 
	279

	before the Vessel is again put into service shall be mutually
	 
	280

	agreed between the parties.
	 
	281

	8.6 Unless otherwise agreed in writing all discounts and
	 
	282

	commissions obtained by the Managers in the course of the
	 
	283

	management of the Vessel shall be credited to the Owners.
	 
	284

	 	 	 
	9. Budgets and Management of Funds
	 
	285

	9.1 The Managers shall present to the Owners annually a
	 
	286

	budget for the following twelve months in such form as the
	 
	287

	Owners require. The budget for the first year hereof is set out
	 
	288

	in Annex “C” hereto. Subsequent annual budgets shall be 
	 
	289

	prepared by the Managers and submitted to the Owners not
	 
	290

	less than three months before the anniversary date of the
	 
	291

	commencement of this Agreement (see Clause 2 and Box 4).
	 
	292

	Certain expenses are subject to a cap as provided in the Global
	 
	 

	Expense Agreement between the Managers and Global Ship
	 
	 

	Lease, Inc.
	 
	 

	9.2 The Owners shall indicate to the Managers their acceptance
	 
	293

	and approval of the annual budget within one month of
	 
	294

	presentation and in the absence of any such indication the
	 
	295



  




  	Managers shall be entitled to assume that the Owners have
	 
	296

	accepted the proposed budget.
	 
	297

	9.3 Following the agreement of the budget, the Managers shall
	 
	298

	prepare and present to the Owners their estimate of the working
	 
	299

	capital requirement of the Vessel and the Managers shall each
	 
	300

	month up-date this estimate. Based thereon, the Managers shall
	 
	301

	each month request the Owners in writing for the funds required
	 
	302

	to run the Vessel for the ensuing month, including the payment
	 
	303

	of any occasional or extraordinary item of expenditure, such as
	 
	304

	emergency repair costs, additional insurance premiums, bunkers
	 
	305

	or provisions. Such funds shall be received by the Managers
	 
	306

	within ten running days after the receipt by the Owners of the
	 
	307

	Managers’ written request and shall be held to the credit of the
	 
	308

	Owners in a separate bank account.
	 
	309

	9.4 The Managers shall produce a comparison between
	 
	310

	budgeted and actual income and expenditure of the Vessel in
	 
	311

	such form as required by the Owners monthly or at such other
	 
	312

	intervals as mutually agreed. 
	 
	313

	9.5 Notwithstanding anything contained herein to the contrary,
	 
	314

	the Managers shall in no circumstances be required to use or 
	 
	315

	commit their own funds to finance the provision of the
	 
	316

	Management Services.
	 
	317

	 	 	 
	10. Managers’ Right to Sub-Contract
	 
	318

	The Managers shall not have the right to sub-contract any of
	 
	319

	their obligations hereunder, including those mentioned in sub-
	 
	320

	clause 3.1, without the prior written consent of the Owners which
	 
	321

	shall not be unreasonably withheld. In the event of such a sub-
	 
	322

	contract the Managers shall remain fully liable for the due
	 
	323

	performance of their obligations under this Agreement.
	 
	324

	 	 	 
	11. Responsibilities
	 
	325

	11.1 Force Majeure - Neither the Owners nor the Managers
	 
	326

	shall be under any liability for any failure to perform any of their
	 
	327

	obligations hereunder by reason of any cause whatsoever of
	 
	328

	any nature or kind beyond their reasonable control.
	 
	329

	11.2 Liability to Owners - (i) Without prejudice to sub-clause
	 
	330

	11.1, the Managers shall be under no liability whatsoever to the
	 
	331

	Owners for any loss, damage, delay or expense of whatsoever
	 
	332

	nature, whether direct or indirect, (including but not limited to
	 
	333

	loss of profit arising out of or in connection with detention of or
	 
	334

	delay to the Vessel) and howsoever arising in the course of
	 
	335

	performance of the Management Services UNLESS same is
	 
	336

	proved to have resulted solely from the negligence, gross
	 
	337

	negligence or wilful default of the Managers or their employees,
	 
	338

	or agents or sub-contractors employed by them in connection
	 
	339

	with the Vessel, in which case (save where loss, damage, delay
	 
	340

	or expense has resulted from the Managers’ personal act or
	 
	341

	omission committed with the intent to cause same or recklessly
	 
	342

	and with knowledge that such loss, damage, delay or expense
	 
	343

	would probably result) the Managers’ liability for each incident
	 
	344

	or series of incidents giving rise to a claim or claims shall never
	 
	345

	exceed a total of ten times the annual management fee payable
	 
	346

	hereunder.
	 
	347

	(ii) Notwithstanding anything that may appear to the contrary in
	 
	348

	this Agreement, the Managers shall not be liable for any of the
	 
	349

	actions of the Crew, even if such actions are negligent, grossly
	 
	350

	negligent or wilful, except only to the extent that they are shown
	 
	351

	to have resulted from a failure by the Managers to discharge
	 
	352

	
	  their obligations under sub-clause 3.1, in which case their liability
	 
	353

	shall be limited in accordance with the terms of this Clause 11.
	 
	354

	11.3 Indemnity - Except to the extent and solely for the amount
	 
	355

	therein set out that the Managers would be liable under sub-
	 
	356

	clause 11.2, the Owners hereby undertake to keep the Managers
	 
	357

	and their employees, agents and sub-contractors indemnified
	 
	358

	and to hold them harmless against all actions, proceedings,
	 
	359

	claims, demands or liabilities whatsoever or howsoever arising
	 
	360

	which may be brought against them or incurred or suffered by
	 
	361

	them arising out of or in connection with the performance of the
	 
	362








This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the preprinted text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 








 








PART II 

“SHIPMAN 98” Standard Ship Management Agreement

 


  
    	Agreement, and against and in respect of all costs, losses,
	 
	363

	damages and expenses (including legal costs and expenses on
	 
	364

	a full indemnity basis) which the Managers may suffer or incur
	 
	365

	(either directly or indirectly) in the course of the performance of
	 
	366

	this Agreement.
	 
	367

	11.4 “Himalaya” - It is hereby expressly agreed that no
	 
	368

	employee or agent of the Managers (including every sub-
	 
	369

	contractor from time to time employed by the Managers) shall in
	 
	370

	any circumstances whatsoever be under any liability whatsoever
	 
	371

	to the Owners for any loss, damage or delay of whatsoever kind
	 
	372

	arising or resulting directly or indirectly from any act, neglect or
	 
	373

	default on his part while acting in the course of or in connection
	 
	374

	with his employment and, without prejudice to the generality of
	 
	375

	the foregoing provisions in this Clause 11, every exemption,
	 
	376

	limitation, condition and liberty herein contained and every right,
	 
	377

	exemption from liability, defence and immunity of whatsoever
	 
	378

	nature applicable to the Managers or to which the Managers are
	 
	379

	entitled hereunder shall also be available and shall extend to
	 
	380

	protect every such employee or agent of the Managers acting
	 
	381

	as aforesaid and for the purpose of all the foregoing provisions
	 
	382

	of this Clause 11 the Managers are or shall be deemed to be
	 
	383

	acting as agent or trustee on behalf of and for the benefit of all
	 
	384

	persons who are or might be their servants or agents from time
	 
	385

	to time (including sub-contractors as aforesaid) and all such
	 
	386

	persons shall to this extent be or be deemed to be parties to this
	 
	387

	Agreement.
	 
	388

	 
	 
	 

	12. Documentation
	 
	389

	Where the Managers are providing Technical Management in
	 
	390

	accordance with sub-clause 3.2 and/or Crew Management in
	 
	391

	accordance with sub-clause 3.1, they shall make available,
	 
	392

	upon Owners’ request, all documentation and records related
	 
	393

	to the Safety Management System (SMS) and/or the Crew
	 
	394

	which the Owners need in order to demonstrate compliance
	 
	395

	with the ISM Code and STCW 95 or to defend a claim against
	 
	396

	a third party.
	 
	397

	 
	 
	 

	13. General Administration
	 
	398

	13.1 The Managers shall handle and settle all claims arising
	 
	399

	out of the Management Services hereunder and keep the Owners
	 
	400

	informed regarding any incident of which the Managers become
	 
	401

	aware which gives or may give rise to claims or disputes involving
	 
	402

	third parties.
	 
	403

	13.2 The Managers shall, as instructed by the Owners, bring
	 
	404

	or defend actions, suits or proceedings in connection with matters
	 
	405

	entrusted to the Managers according to this Agreement.
	 
	406

	13.3 The Managers shall also have power to obtain legal or
	 
	407

	technical or other outside expert advice in relation to the handling
	 
	408

	and settlement of claims and disputes or all other matters
	 
	409

	affecting the interests of the Owners in respect of the Vessel.
	 
	410

	13.4 The Owners shall arrange for the provision of any 
	 
	411

	necessary guarantee bond or other security. 
	 
	412

	13.5 Any costs reasonably incurred by the Managers in 
	 
	413

	carrying out their obligations according to Clause 13 shall be 
	 
	414

	reimbursed by the Owners. 
	 
	415

	  
	 
	 

	14. Auditing
	 
	416

	The Managers shall at all times maintain and keep true and
	 
	417

	correct accounts and shall make the same available for inspection
	 
	418

	and auditing by the Owners at such times as may be mutually
	 
	419

	agreed. On the termination, for whatever reasons, of this
	 
	420

	Agreement, the Managers shall release to the Owners, if so
	 
	421

	requested, the originals where possible, or otherwise certified
	 
	422

	copies, of all such accounts and all documents specifically relating
	 
	423

	to the Vessel and her operation.
	 
	424

	 
	 
	 

	15. Inspection of Vessel
	 
	425

	The Owners shall have the right at any time after giving
	 
	426

	reasonable notice to the Managers to inspect the Vessel for any
	 
	427

	 
	 
	 



  




  	reason they consider necessary.
	 
	428

	 
	 
	 

	16. Compliance with Laws and Regulations
	 
	429

	The Managers will not do or permit to be done anything which
	 
	430

	might cause any breach or infringement of the laws and
	 
	431

	regulations of the Vessel’s flag, or of the places where she trades.
	 
	432

	 
	 
	 

	17. Duration of the Agreement
	 
	433

	This Agreement shall come into effect on the day and year stated
	 
	434

	in Box 4 and shall continue until the date stated in Box 17.
	 
	435

	Thereafter it shall continue until terminated by either party giving
	 
	436

	to the other notice in writing, in which event the Agreement shall
	 
	437

	terminate upon the expiration of a period of two months from the
	 
	438

	date upon which such notice was given.
	 
	439

	 
	 
	 

	18. Termination
	 
	440

	18.1 Owners’ default
	 
	441

	(i) The Managers shall be entitled to terminate the Agreement
	 
	442

	with immediate effect by notice in writing if any moneys
	 
	443

	payable by the Owners under this Agreement and/or the
	 
	444

	owners of any associated vessel, details of which are listed
	 
	445

	in Annex “D”, shall not have been received in the Managers’
	 
	446

	nominated account within ten thirty running days of receipt by
	 
	447

	the Owners of the Managers written request or if the Vessel
	 
	448

	is repossessed by the Mortgagees.
	 
	449

	(ii) If the Owners:
	 
	450

	(a) fail to meet their obligations under sub-clauses 5.2
	 
	451

	and 5.3 of this Agreement for any reason within their
	 
	452

	control, or
	 
	453

	(b) proceed with the employment of or continue to employ
	 
	454

	the Vessel in the carriage of contraband, blockade
	 
	455

	running, or in an unlawful trade, or on a voyage which
	 
	456

	in the reasonable opinion of the Managers is unduly
	 
	457

	hazardous or improper,
	 
	458

	the Managers may give notice of the default to the Owners,
	 
	459

	requiring them to remedy it as soon as practically possible.
	 
	460

	In the event that the Owners fail to remedy it within a
	 
	461

	reasonable time to the satisfaction of the Managers, the
	 
	462

	Managers shall be entitled to terminate the Agreement
	 
	463

	with immediate effect by notice in writing.
	 
	464

	18.2 Managers’ Default
	 
	465

	If the Managers fail to meet their obligations under Clauses 3
	 
	466

	and 4 of this Agreement for any reason within the control of the
	 
	467

	Managers, the Owners may give notice to the Managers of the
	 
	468

	default, requiring them to remedy it as soon as practically
	 
	469

	possible. In the event that the Managers fail to remedy it within a
	 
	470

	reasonable time to the satisfaction of the Owners, the Owners
	 
	471

	shall be entitled to terminate the Agreement with immediate effect
	 
	472

	by notice in writing. This Agreement may be cancelled by Owners
	 
	473

	if the Managers fail to meet their obligation under this
	 
	 

	Agreement for any reason within their control and fails to
	 
	 

	remedy the default. In addition, Owners have after a period of
	 
	 

	one year the option of terminating this Agreement upon three 
	 
	 

	 months notice if they can secure more competitive pricing and
	 
	 

	other commercial terms from a recognized third party, such
	 
	 

	party to be approved by charterers of the vessel, and such

        approval shall not be unduly withheld, subject to Managers’
	 
	 

	right to match the third party’s terms within one month of
	 
	 

	receipt of such notice of termination. Owners’ notice of 

        termination shall set forth in detail and reasonably documented
	 
	 

	the more competitive pricing and other commercial terms
	 
	 

	offered to Owners by such third party. If Managers agree to
	 
	 

	match all such terms, then Managers shall send written notice
	 
	 

	of acceptance to Owners and this Agreement shall not terminate
	 
	 

	and shall be deemed amended to incorporate such revised
	 
	 

	terms.
	 
	 

	18.3 Extraordinary Termination
	 
	474

	This Agreement shall be deemed to be terminated in the case of
	 
	475

	the sale of the Vessel or if the Vessel becomes a total loss or is
	 
	476

	declared as a constructive or compromised or arranged total
	 
	477

	loss or is requisitioned.
	 
	478

	18.4 For the purpose of sub-clause 18.3 hereof
	 
	 479









This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 










 








PART II

 “SHIPMAN 98” Standard Ship Management Agreement

 


  
    	(i)   the date upon which the Vessel is to be treated as having 
	480

	been sold or otherwise disposed of shall be the date on
	481

	which the Owners cease to be registered as Owners of
	482

	the Vessel;
	483

	(ii)  the Vessel shall not be deemed to be lost unless either
	484

	she has become an actual total loss or agreement has
	485

	been reached with her underwriters in respect of her
	486

	constructive, compromised or arranged total loss or if such
	487

	agreement with her underwriters is not reached it is
	488

	adjudged by a competent tribunal that a constructive loss
	489

	of the Vessel has occurred.
	490

	18.5 This Agreement shall terminate forthwith in the event of
	491

	an order being made or resolution passed for the winding up,
	492

	dissolution, liquidation or bankruptcy of either party (otherwise
	493

	than for the purpose of reconstruction or amalgamation) or if a
	494

	receiver is appointed, or if it suspends payment, ceases to carry
	495

	on business or makes any special arrangement or composition
	496

	with its creditors. The Managers have the option to terminate the
	497

	agreement if there is a change in control of the Owners. Notwithstanding anything herein to the contrary, the Owners may sell or transfer the Vessel to another wholly owned subsidiary of Global Ship Lease, Inc. and such sale or transfer shall not constitute a violation of this Agreement or a change in control of the Owners.  
	

	18.6 The termination of this Agreement shall be without
	498

	prejudice to all rights accrued due between the parties prior to
	499

	the date of termination.
	500

	 	 
	19. Law and Arbitration
	501

	19.1 This Agreement shall be governed by and construed in
	502

	accordance with English law and any dispute arising out of or
	503

	in connection with this Agreement shall be referred to arbitration
	504

	in London in accordance with the Arbitration Act 1996 or
	505

	any statutory modification or re-enactment thereof save to
	506

	the extent necessary to give effect to the provisions of this
	507

	Clause.
	508

	The arbitration shall be conducted in accordance with the
	509

	London Maritime Arbitrators Association (LMAA) Terms
	510

	current at the time when the arbitration proceedings are
	511

	commenced.
	512

	The reference shall be to three arbitrators. A party wishing
	513

	to refer a dispute to arbitration shall appoint its arbitrator
	514

	and send notice of such appointment in writing to the other
	515

	party requiring the other party to appoint its own arbitrator
	516

	within 14 calendar days of that notice and stating that it will
	517

	appoint its arbitrator as sole arbitrator unless the other party
	518

	appoints its own arbitrator and gives notice that it has done
	519

	so within the 14 days specified. If the other party does not
	520

	appoint its own arbitrator and give notice that it has done so
	521

	within the 14 days specified, the party referring a dispute to
	522

	arbitration may, without the requirement of any further prior
	523

	notice to the other party, appoint its arbitrator as sole
	524

	arbitrator and shall advise the other party accordingly. The
	525



  




  	award of a sole arbitrator shall be binding on both parties
	526

	as if he had been appointed by agreement.
	527

	Nothing herein shall prevent the parties agreeing in writing
	528

	to vary these provisions to provide for the appointment of a
	529

	sole arbitrator.
	530

	In cases where neither the claim nor any counterclaim
	531

	exceeds the sum of USD50,000 (or such other sum as the
	532

	parties may agree) the arbitration shall be conducted in
	533

	accordance with the LMAA Small Claims Procedure current
	534

	at the time when the arbitration proceedings are commenced.
	535

	19.2 This Agreement shall be governed by and construed
	536

	in accordance with Title 9 of the United States Code and
	537

	the Maritime Law of the United States and any dispute
	538

	arising out of or in connection with this Agreement shall be
	539

	referred to three persons at New York, one to be appointed
	540

	by each of the parties hereto, and the third by the two so
	541

	chosen; their decision or that of any two of them shall be
	542

	final, and for the purposes of enforcing any award, 
	543

	judgement may be entered on an award by any court of
	544

	competent jurisdiction. The proceedings shall be conducted
	545

	in accordance with the rules of the Society of Maritime
	546

	Arbitrators, Inc.
	547

	In cases where neither the claim nor any counterclaim
	548

	exceeds the sum of USD50,000 (or such other sum as the
	549

	parties may agree) the arbitration shall be conducted in
	550

	accordance with the Shortened Arbitration Procedure of the
	551

	Society of Maritime Arbitrators, Inc. current at the time when
	552

	the arbitration proceedings are commenced.
	553

	19.3 This Agreement shall be governed by and construed
	554

	in accordance with the laws of the place mutually agreed by
	555

	the parties and any dispute arising out of or in connection
	556

	with this Agreement shall be referred to arbitration at a
	557

	mutually agreed place, subject to the procedures applicable
	558

	there.
	559

	19.4 If Box 18 in Part I is not appropriately filled in, sub-
	560

	clause 19.1 of this Clause shall apply.
	561

	Note: 19.1, 19.2 and 19.3 are alternatives; indicate
	562

	alternative agreed in Box 18.
	563

	 	 
	20. Notices
	564

	20.1 Any notice to be given by either party to the other
	565

	party shall be in writing and may be sent by fax, telex,
	566

	registered or recorded mail or by personal service.
	567

	20.2 The address of the Parties for service of such
	568

	communication shall be as stated in Boxes 19 and 20,
	569

	respectively.
	570











This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 















SCHEDULE TO EXHIBIT 10.13

In accordance with Instruction 2 to Item 601 of Regulation S-K under the Securities Act of 1933, the following is a schedule of documents substantially identical in all material respects to the form of ship management agreement attached as Exhibit 10.13 to this Registration Statement, except as to the parties thereto, the vessel names or other material details.

 


	
            
      Manager

            
 	
                         
 	
            
      Owner Name
 
 	
                         
 	
            
            Vessel Name
 
 
	
                        CMA Ship Management 
 	
                         
 	
                        Global Ship Lease 1 Limited
 	
                         
 	
                        Ville d’Orion
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 2 Limited
 	
                         
 	
                        Ville d’Aquarius
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 3 Limited
 	
                         
 	
                        CMA CGM Matisse
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 4 Limited
 	
                         
 	
                        CMA CGM Utrillo
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 5 Limited
 	
                         
 	
                        MOL Rainbow
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 6 Limited
 	
                         
 	
                        Julie Delmas
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 7 Limited
 	
                         
 	
                        Kumasi 
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 8 Limited
 	
                         
 	
                        Marie Delmas
 
	
                        CMA Ship Management
 	
                         
 	
                        Global Ship Lease 9 Limited
 	
                         
 	
                        CMA CGM La Tour
 
	
                        CMA Ship Management 
 	
                         
 	
                        Global Ship Lease 10 Limited
 	
                         
 	
                        CMA CGM Manet
 
	
                        CMA Ship Management 
 	
                         
 	
                        GSL Alcazar Inc.
 	
                         
 	
                        CMA CGM Alcazar (Newbuilding 1)
 
	
                        CMA Ship Management 
 	
                         
 	
                        GSL Château d’If Inc.
 	
                         
 	
                        CMA CGM Château d’lf (Newbuilding 2)
 
	
                        CMA Ship Management 
 	
                         
 	
                        Global Ship Lease 13 Limited
 	
                         
 	
                        Hull 4.126 (Newbuilding 3)
 
	
                        CMA Ship Management 
 	
                         
 	
                        Global Ship Lease 14 Limited
 	
                         
 	
                        CMA CGM Jamaica
 
	
                        CMA Ship Management 
 	
                         
 	
                        Global Ship Lease 15 Limited
 	
                         
 	
                        CMA CGM Sambhar
 
	
                        CMA Ship Management 
 	
                         
 	
                        Global Ship Lease 16 Limited
 	
                         
 	
                        CMA CGM America
 
	
                        CMA Ship Management 
 	
                         
 	
                        Global Ship Lease 17 Limited
 	
                         
 	
                        CMA CGM Berlioz