Exhibit
10.5


 


THIS
AGREEMENT is dated                  and
made


 


BETWEEN:


 


(1)                               ,
a company duly incorporated in the Republic of                        and
having established an office in Greece (                              )
pursuant to Law 89/1967 as replaced and in force, legally represented by                                  (hereinafter
called the “Managers”); and


 


(2)                                         ,
a company duly incorporated in the Republic of                         and
having its registered office at                         (hereinafter
called the “Company”).


 


AND
IT IS HEREBY AGREED as follows:


 


1. (Representations).


 


1.1. Each of the contracting parties
represents and warrants that it has been incorporated and duly organised and
validly existing and in good standing under the laws of its respective country
of incorporation and that the legal representative signing for the respective
party has been duly authorised by the proper corporate body for the execution
of this Agreement.


 


1.2. The Company represents and warrants to
the Managers that it is (and/or that on closing will be) the parent company,
holding 100% of the share capital of the companies (the “Owners”) listed below
owing the vessel indicated below next to the name of the respective Owner:


 


(a) “                              ”
registered owner of m/v “                 ”
under               
flag, grt              
tons, net                   
tons;


(b) “                              ”
registered owner of m/v “                 ”
under               
flag, grt              
tons, net                   
tons; and


(c) “                               ”
registered owner of m/v “                 ”
under               
flag, grt              
tons, net                   
tons.


 


The above vessels are hereinafter called
collectively the “Vessels”.


 


1.3. The Company is in the process of
preparing the file to be submitted together with the application for the
listing of its shares on the New York Stock Exchange and this Agreement is
signed within the context of the said file.


 


2. (Appointment of Managers).


 


2.1. The Company hereby appoints and
undertakes to ensure that the Owners will appoint and/or renew the appointment
of the Managers as managers of the Vessels and the Managers hereby agree to act
as the manager of the Vessels pursuant to the terms of this Agreement and shall
carry out the management services with sound shipmanagement practice and the
specific terms and conditions set out in the management agreement attached
hereto as Appendix A (the terms of which will constitute substantially the
terms of the specific management agreements to be made between each Owner and
the Managers (the “Management Agreements”)). In case that the Company becomes
the parent company of other Owners whether such Owners have Vessels in
operation or under construction, the Company shall appoint the Managers (and it
shall procure and ensure that these Owners will appoint the Managers as)
managers of such new Vessels and Owners under the same terms.


 


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3. (Management services).


 


3.1. Pursuant to the terms of the Management
Agreements, the Managers shall provide the Owners with suitable qualified crew,
technical management and commercial management for the Vessels and shall
arrange for insurances to be obtained for the Vessels, shall arrange so that an
accounting system be established so as to meet the requirements of the Owners
and provide regular accounting services and shall present on an annual basis
for approval by the Owners a budget for the following twelve (12) months and
shall arrange for the supply of provisions, bunker fuel and lubricants and
generally will provide all such management services which are referred to in
Appendix A and which will be included in the Management Agreements.


 


3.2. It is specifically agreed that the
Managers will arrange, in accordance with the Owners’ instructions supervise
the sale or purchase of the Vessels, and shall provide the commercial operation
of the Vessels, as required by the Owners, including but not limited to the
chartering services and the employment of the Vessels in general, arranging for
the proper payment to Owners of the hire and/or other moneys to which Owners
may be entitled out of the employment of the Vessels.


 


3.3. The Managers in the context of the
management services in relation to the Vessels will act vis-à-vis third parties
as agent acting in the name and on behalf of the Owners. The Managers shall
have the power to carry out such services incidental to the management services
as the Managers, at their sole discretion, shall consider necessary. The
responsibility of the Managers vis-à-vis the respective Owner is set out in the
specific terms and conditions of the respective Management Agreement.


 


4. (Obligations of the Managers).


 


4.1. The Managers undertake to comply with
all the terms of the Management Agreement and to manage the Vessels in
compliance with the rules and regulations applied to the Owners and so as to
enable the Owners and the Company to comply with any act, regulation including
but not limited to any act regulating the listing of shares of the Company on
the New York Stock Exchange and any other related legislation to the extent
that the provisions thereof apply to the Management Services.


 


4.2. In compliance with the above, the
Managers undertake to keep books and information, to draw the financial
statements required, make reports and provide the internal and independent
auditors of the Owners and/or of the Company with such information and
documents as may reasonably required by them in relation to the Management
Agreements and in particular with the accounting services referred to in Clause
3.5 of the Management Agreements, services relating to the establishment of the
budgets and the management of funds in accordance with Clause 9 of the
Management Agreements, the income of the Vessels to be collected and the
expenses to be paid on behalf of the Owners.


 


4.3. The Company will remain liable vis-à-vis
the New York Stock Exchange, the Security Commission and other bodies as well
as vis-à-vis the investors in respect of the compliance of its obligations in
accordance with any act, regulation, including but not limited to any act
regulating the listing of shares of companies on the New York Stock Exchange
and will notify the Managers of any announcement, publication or any other
action required to be made or prepared by the Managers under law.


 


4.4. The Managers shall also perform any
other managerial functions and/or duties which are necessary for the
performance by the Company of any of its obligations under the rules or
regulations applicable to it especially those connected with its listing on the
New York Stcok Exchange.


 


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4.5. The Managers shall provide free of
charge office space and secretarial facilities to the Officers and Executives
of the Company allowing them to perform their duties to the Company.


 


5. (Remuneration).


 


5.1. The Remuneration of the Managers for the
management of the Ships shall be fixed in the Management Agreements.


 


6. (Notices).


 


6.1.
Every notice, request, demand or other communication under this Agreement shall
be in writing, delivered personally or by fax or shall be served through a
process server to the address specified at the beginning of this Agreement.


 


7. (Governing Law and Arbitration).


 


(a) This Agreement shall be governed by and
construed in accordance with English law and any dispute arising out of or in
connection with this Agreement shall be referred to arbitration in London in
accordance with the Arbitration Act 1996 or any statutory modification or
re-enactment thereof save to the extent necessary to give effect to the
provisions of this Clause.


 


(b) The arbitration shall be construed in
accordance with the London Maritime Arbitrators Association (LMAA) Terms
current at the time when the arbitration proceedings are commenced.


 


(c) The reference shall be to three
arbitrators. A party wishing to refer a dispute to arbitration shall appoint
its arbitrator and send notice of such appointment in writing to the other
party requiring the other party to appoint its own arbitrator within 14
calendar days of that notice and stating that it will appoint its arbitrator as
sole arbitrator unless the other party appoints its own arbitrator and gives
notice that it has cone so within the 14 days specified. If the other party
does not appoint its own arbitrator and give notice that it has done so within
the 14 days specified, the party referring a dispute to arbitration may,
without the requirement of any further prior notice to the other party, appoint
its arbitrator as sole arbitrator and shall advise the other party accordingly.
The award of a sole arbitrator shall be binding on both parties as if he had
been appointed by agreement. Nothing herein shall prevent the parties agreeing
in writing to vary these provisions to provide for the appointment of a sole
arbitrator.


 


(d) In cases where neither the claim nor any
counterclaim exceeds the sum of USD 50,000 (or such other sum as the parties
may agree) the arbitration shall be conducted in accordance with the LMAA Small
Claims Procedure current at the time when the arbitration proceedings are
commenced.


 


IN
WITNESS whereof the parties hereto have caused this Agreement to be duly
executed the day and year first above written.


 


	
  SIGNED
  by

  
	
   

  	
   

  	
   

  
	
  for
  and on behalf of

  
	
  the
  Managers

  
	
   

  
	
   

  
	
  SIGNED
  by

  
	
   

  	
   

  	
   

  
	
  for
  and on behalf of

  
	
  the
  Company

  
	
   

  



 


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Appendix 1


 


THIS AGREEMENT is
made the [   ] of [   ] 2004 between [  ], whose Registered Office is at [   ] (hereinafter called the “Owners”), of the
one part and DIANA SHIPPING SERVICES S.A., whose
Registered Office is at Edificio “CENTRO MAGNA CORP.’, Ave. Manuel Ma. de Ycaza
y Calle 51, Panama, Republic of Panama (hereinafter called the “Manager”), of
the other part,


 


WHEREBY IT IS MUTUALLY AGREED BY AND BETWEEN THE
PARTIES AS FOLLOWS: -


 


1.                                      THE OWNERS hereby appoint the Manager, and the Manager hereby agrees
to act, as sole and exclusive manager of the vessel more particularly described
in the Schedule hereto (hereinafter called the “Ship”) for the period and
on and subject to the terms and conditions hereinafter contained.


 


2.                                      THE MANAGER undertakes to use its best endeavours to manage the Ship
on behalf of the Owners in accordance with sound ship management practice and
to promote the interests of the Owners in all matters relating to the efficient
operation and management of the Ship PROVIDED, HOWEVER, that the Manager shall
not be required so to exercise its powers hereunder as to give preference in
any respect to the Owners, it being understood and agreed that the Manager
shall so far as practicable ensure a fair distribution of available manpower,
supplies, and services to all vessels managed by it.


 


3.                                      THE MANAGER shall provide the
management services specified hereunder and shall have power in the name of the
Owners or otherwise on their behalf to do all things which the Manager consider
to be expedient or necessary for the provision of the said services or
otherwise in relation to the proper and efficient management of the Ship:-


 


(a)                               Arrangement for and supervision
of the maintenance, survey, and repair of the Ship;


 


(b)                               Engagement and provision of crew (Masters, Officers, and ratings)
and attendance to all matters pertaining to discipline, labour relations,
welfare, and amenities;


 


(c)                                Arrangement for victualling and
storing of the Ship and placing of contracts relative thereto;


 


(d)                               Arrangement of bunker fuel and towage contracts for the Ship;


 


(e)                                Arrangement of loading and discharging and otherwise for services
required in connection with the trading of the Ship;


 


(f)                                   Appointment of agents for the
Ship;


 


(g)                               Arrangement (in consultation with the Owners) of all insurance
relating to the Ship and her apparel, fittings, freights, earnings, and
disbursements against the customary marine and war risks;


 


(h)                               Arrangement (in accordance with instructions from the Owners) for
entry of the Ship in Protection and Indemnity, Defence, and other such
Associations;


 


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(i)                                       Handling and settlement of all insurance, average, salvage, and
other claims in connection with the Ship;


 


(j)                                   To deposit any and all earnings of the Ship of any nature
whatsoever, including but not limited to charter money, hire, freight,
demurrage, damages, salvage money, etc., with bank accounts as specified by the
Owners; and


 


(k)                               Payment on behalf of the Owners of all expenses incurred in and
about provision of the foregoing services or otherwise in relation to the
proper and efficient management of the Ship.


 


PROVIDED HOWEVER that the Manager shall not
be concerned in any manner whatsoever with the conduct or conclusion of
negotiations for the making of charter-parties or other contracts relating to
the employment of the Ship, the power to conduct and conclude all such
negotiations being hereby expressly and exclusively reserved to the Owners,


 


PROVIDED that if the Owners intend to employ
the Ship in any trade or service which in the reasonable opinion of the Manager
maybe detrimental to its reputation as Manager or prejudicial to the commercial
interests of the Manager, the Owners shall consult with the Manager before the
Ship is fixed, and the Manager shall have the right to terminate this agreement
at any time in the event that the fixture is concluded against its wishes and
advice.


 


4.                                      THE MANAGER shall (without prejudice to the generality of the powers
vested in them as aforesaid) be entitled:


 


(a)                               To employ on behalf of the Owners any such agent for the Ship or
insurance brokers as the Manager may deem fit, including any associated,
subsidiary, or holding company of the Manager;


 


(b)                               To employ on behalf of the Owners consultants and other experts, including
any associated, subsidiary, or holding company of the Manager, to supervise or
advise in relation to the operation and maintenance of the Ship;


 


(c)                                To open, continue, and operate such banking account or accounts as
the Manager may deem necessary or expedient;


 


(d)                               To use any funds of the Owners remaining after payment of all
expenses of the Owners and the Ship for providing loans from the Owners to any
of [  ], such loans to be always on terms acceptable to the Owners,
their immediate and ultimate shareholders and the Owners’ lenders, if any;


 


(e)                                To bring or defend on behalf of the Owners actions, suits, or
proceedings in connection with all matters hereby entrusted to the Manager; and


 


(f)                                   To obtain legal advice in relation to disputes or other matters
affecting the interests of the Owners in respect of the Ship.


 


5.                                      THE MANAGER shall keep proper books, records, and accounts relating
to the management of the Ship and shall make the same available for inspection
and audit by Certified Public Accounts,


 


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Chartered Accountants, or other suitably
qualified accountants on behalf of the Owners at such reasonable times as may
be mutually agreed.


 


6.                                      THIS CONTRACT is agreed for a non-specific period of time, provided
that it may be terminated by either party giving 3 (three) months’ notice at
any time and without any justification but always in writing, PROVIDED HOWEVER that the Owners shall have the right to terminate
the contract without notice against the payment to the Manager of damages equal
to the average management fees paid to it during the last 3 (three) months
before termination. Either party shall have the right (but not be bound) to
terminate the contract without liability for damages in either of the following
events:-


 


(a)                               The Ship shall become an actual, comprised, constructive, or
arranged total loss or be sold or otherwise disposed of or cease to be in the
despondent ownership of the Owners; or


 


(b)                               If an order be made or resolution be passed for the winding up of
the other party (otherwise than a winding up for the purpose of reconstruction
or amalgamation), or if a receiver be appointed of the undertaking or property
of the other party, or if the other party shall suspend payment or cease to carry
on business or make any special arrangement or composition with its creditors.


 


7.                                      THE MANAGEMENT FEES under this contract are fixed to 2% (two per
centum) on hire and on freight of the gross income of the Ship plus US$
15,000.00 (fifteen thousand United States dollars only) per month.


 


8.                                      (a)                               THE MANAGER shall at its own expense provide all office
accommodation, equipment, stationery, and staff ordinarily required for the
provision of the services hereby contracted for.


 


(b)                               The Owners shall reimburse the Manager in respect of:-


 


i.                 Expenditure incurred in and about the maintenance, survey, and
repair of the Ship;


 


ii.             Wages and all other payments made to or in respect of the crews of
the Ship (including pension and insurance contributions, travelling and
accommodation expenses or allowances, and all costs of repatriation, whether
incurred before or after the determination of this agreement);


 


iii.         Travelling, accommodation, and other expenses incurred in respect of
or paid to any superintendents or officers or servants of the Manager in
connection with the performance of the services hereby contracted for; and


 


iv.           Any expenses in connection with any legal and/or special technical and/or
other assistance that may be obtained by the Manager in connection with the
performance of the management services. The Manager are hereby authorised to
use funds of the Owners in their hand for settlement of any claim of the
Manager out of the management


 


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of the Ship in priority of any other claim against the Ship and the
Owners.


 


9.                                      EXPENSES AND DISBURSEMENTS incurred by
the Manager for the Ship will be paid to it by the Owners upon request.


 


10.                               THE MANAGER is hereby authorized to act for and on behalf of the
Owners, as well as to represent the Owners before any and all Greek courts
and/or authorities, including port authorities in particular, with full powers
in respect of all the rights of the Owners, including but not limited to the
rights to accepting service of any document destined for the Owners, signing
contracts of any nature whatsoever, starting legal proceedings of any nature
and terminating them by compromise or any other method, repudiating contracts,
and settling claims of the Owners by compromise provided this is to the
interest of the Owners.


 


11.                               ARBITRATION CLAUSE


 


In case any dispute or difference shall arise
between the Owners and the Manager as to the construction, meaning, and effect
of anything herein contained, such dispute or difference shall be referred to 2
(two) arbitrators in London, England, to be appointed by the Owners and the
Manager respectively and in case of their disagreement to an umpire to be
appointed by the 2 (two) arbitrators as chosen, and this agreement shall be
deemed to be a submission to arbitration within the meaning of the Arbitration
Act 1950 or any statutory modification or re-enactment thereof for the time
being in force. The decisions of the 2 (two) arbitrators or
the umpire, as the case may be, shall be final and binding upon both parties.


 


12                                  THIS AGREEMENT shall be
governed by English law in the English courts.


 


13.                               (a)                               ANY NOTICE which the Manager may require to give to the Owners shall
be validly given if sent to the Owners at [ 
].


 


(b)                               ANY NOTICE which the Owners may wish to give to the Manager shall be
validly given if sent to the Manager at Pendelis 16, 175 64 Palaio Faliro,
Athens, Greece


 


(c)                                NOTICES required to be given in writing may be given by letter,
telex, fax, or e-mail.


 


14.                               IF THIS AGREEMENT shall be translated
into different languages and any difference shall arise in the texts, the
English text shall prevail and shall constitute the terms of the agreement.


 


15.                               THIS MANAGEMENT AGREEMENT is to be
executed in duplicate, 1 (one) for the Owners and 1 (one) for the Manager.


 


THE SCHEDULE above referred to:


 


[Ship Information]


 


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IN WITNESS whereof this agreement has been
signed on behalf of the parties hereto by persons duly authorised the day and
year first above written.


 


 


	
  SIGNED by

  	
  SIGNED by

  
	
   

  	
   

  
	
   

  	
   

  
	
  for and on behalf of

  	
  for and on behalf of

  
	
  [   ]

  	
  DIANA SHIPPING SERVICES S.A.

  
	
  (the “Owners”)

  	
  (the “Manager”)

  
	
   

  	
   

  
	
   

  	
   

  
	
  in the presence of:

  	
  in the presence of:

  



 


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