exv10w22



 




Exhibit
10.22


*The
Company has omitted information pursuant to a request for
confidential treatment.

The omitted material has been filed
separately with the Securities and Exchange Commission.







BLOCK AGREEMENT




TO




METROSTAR MANAGEMENT CORP., OF ATHENS

AS MANAGING OWNERS




AND




BUNGE S.A., OF GENEVA




CHARTER PARTY DATED 21ST NOVEMBER, 2005.



It is this day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of Athens, as
Managing Owners and BUNGE S.A., of Geneva, as Charterers, that:




Participating Tonnage





	—	 	The agreement to include all Metrostar managed Newbuilding so called “Kamsarmax” Panamaxes to be
delivered in 2006 and 2007 and to also include the ‘Bulk One’ and ‘Bulk Two’ in 2006 and the ‘Bulk
Four’ in 2007.





Timecharter Periods





	—	 	The timecharter period for each vessel to be from the time of each respective delivery up to a
maximum of 31st December, 2010.





Deliveries





	—	 	Delivery of the Newbuilding Panamaxs to Charterers to be on dropping last — outward sea
pilot after sailing shipyard Japan.





Already delivered —




m.v.
Bulk Five (Hull No. 1356) — 26 January, 2006

m.v. Bulk Six (Hull No. 1371) — 26 January, 2006

m.v. Bulk Seven (Hull No. 1381) — 18 March, 2006

m.v. Bulk Eight (Hull No. 1382) — 31 March, 2006



Owners expect delivery of their New Building Panamaxs as follows:












L O N D O N




BEIJING

Tel: 86-10 6410 9299

Fax: 86-10 6410 9248




BERMUDA

Tel: 1-441-292 9407

Fax: 1-441-292 9408




HAMBURG

Tel: 49-40-380 876 30

Fax: 49-40-380 876 59




HONG KONG

Tel: 85-2-2521 1141

Fax: 85-2-2526 7218




JAKARTA

Tel: 62-21-526 4330

Fax: 62-21-526 4331




NAPLES

Tel: 39-081-598 7011

Fax: 39-081-598 7018




NEWYORK

Tel: 1-203-356 2000

Fax: 1-203-356 2010




OSLO

Tel: 47-6751 8800

Fax: 47-6751 8801




SHANGHAI

Tel: 86-21-6876 3350

Fax: 86-21-5830 5332




SINGAPORE

Tel: 65-6536 7988

Fax: 65-6536 8622




SYDNEY

Tel: 61-2-9252 1711

Fax: 61-2-9252 1718




VANCOUVER

Tel: 1-604-688 6244

Fax: 1-604-669 0286




ZUG

Tel: 41 41 725 2940

Fax: 41 20 7265 1949




WEBSITE:

www.ssyonline.com










Simpson, Spence & Young Ltd, Lloyds Chambers, 1 Portsoken Street, London E1 8PH

Telephone: +44 (0)20 7977 7400



Dry Cargo Fax: +44 (0)20 7265 1949 E-mail: handy@ssy.co.uk . mineral@ssy.co.uk . panamax@ssy.co.uk
Tankers Fax: +44 (0)20 7285 1936 E-mail: tankers@ssy.co.uk Sale & Purchase Fax: +44 (0)20 7265 1945
E-mail: snp@ssy.co.uk


Company registered in England Registered No. 1037999

















 









 










Schedule —




m.v. Bulk Nine (Hull No. 1373) — Mid May, 2006

m.v. Bulk Ten (Hull No. 1374) — Mid July, 2006

m. v. Bulk Eleven (Hull No. 1375) — Mid September, 2006

TBN (Hull No. 1357) — 12 December, 2006

TBN(Hull No. 1358) — 27December, 2006

TBN (Hull No. 1359) — 24 May, 2007



This schedule is only ‘about’ and subject to yard changes. Owners will keep Charterers advised
accordingly.



Delivery of the ‘Bulk One’ and ‘Bulk Four’ to be in direct continuation of the
respective current timecharters with Bunge at the mean point of the respective minimum / maximum
redelivery periods.



Delivery of the ‘Bulk Two’ to be immediately upon the expiry of the current timecharter with Bunge
Rome, which expected about November 2006 /January 2007.




Pricing





	—	 	The pricing to be agreed latest 5th November each year and this price to apply for the
following calendar year (1st January to 31st December). This excludes all deliveries
in 2006 in which case the following bridge agreement to apply —




‘Bulk Five’ and ‘Bulk Six’ deliveries priced at U.S. $* daily.



‘Bulk Seven’ and ‘Bulk Eight’ deliveries priced at U.S $* daily.



‘Bulk One’ delivery expected at the mean redelivery point in April 2006 to be priced at U.S. $*
daily.



‘Bulk Nine’ at U.S. $* daily and ‘Bulk Ten’ and ‘Bulk Eleven’ both at U.S. $* daily.



‘Bulk Two’ delivery to be priced latest 5th November 2006 within the agreed price range.



All subsequent deliveries including ‘TBN’ (Hull No. 1357) and ‘TBN’ (Hull No. 1358) both expected
in December 2006, ‘Bulk Four’ expected in February 2007 and ‘TBN’ (Hull No. 1359) expected in May
2007 to be initially priced latest 5th November 2006.




Floor/Ceiling





	—	 	The pricing for years 2007, 2008, 2009 and 2010 to be agreed within the following lower floor and
upper ceiling levels —





2007/2008 —

Floor US $* daily/Ceiling U.S. $* daily for Kamsarmax type.

Floor U.S. $* daily/Ceiling U.S. $* daily for Tess 76 type.




2009/2010—

Floor US $* daily/Ceiling U.S. $* daily for Kamsarmax type.

Floor U.S. $* daily/Ceiling U.S. $* daily for Tess 76 type.




 









 










Hire Payment 




     All hires under this agreement to be paid 15 (fifteen) days in advance.



Interest from other First Class Charterers



Although Owners will not openly market the vessels under this agreement prior to
their delivery, should Owners receive any attractive proposals from other similar
first class Charterers for long term timecharter, Owners to approach Charterers to
discuss same and offer them the first refusal to match the particular deal. It is
understood that Bunge are not obliged to match any such approach fin any other first
class Charterers and should they choose not to, then the respective vessel to be
removed from this agreement.




Mutual Co-operation




Any further relevant matters not mentioned herein or already covered in the Charter
to be mutually discussed and resolved. It is understood that both Charterers and
Owners are entering into this block agreement with the mutual co-operation that
already exists between the two companies. In such circumstances, the spirit has been
to make this agreement as simply as possible. It may therefore be necessary for
Charterers and Owners to meet on a fairly regular basis for any fine tuning that
may be required. Both sides to mutually co-operate to reach agreement based on market
within the agreed rate structure. In the event that the parties are unable to reach
agreement in respect to rates for the following year, this contract will be
automatically terminated.




Further extension of this 5 Year Contract



This contract runs from the 1st January 2006 to 31st
December 2010, and it is expected to be continued and developed beyond this. In this
respect, a meeting to be arranged at a mutually convenient and suitable time within
2030 to discuss any such extension of this agreement. If agreement cannot be
reached, then a suitable redelivery period to agreed for the end of 2010 or early
2011. Otherwise redelivery terms to be as per the present Charter Party.




Drydock Clause



“Owners are allowed to drydock vessel to meet Class and performance
requirements. Owners to give Charterers four months notice of their intention to Dry
Dock vessel.”




Speed / Consumption Performance Clause



With reference to Charter Parties covering Kamsarmax delivered under this
Charter Party, the follow shall apply after three months in service after delivery
from the yard.




	 	 	 
	Laden

	 	: about 14.25 knots on 38 metric tons IFO (including generators)
	Ballast

	 	: about 14.25 knots on 35 metric tons IFO (including generators)
	 
	 	 
	Or
	 	 
	 
	 	 
	Laden

	 	: about 13.5 knots on 35 metric tons IFO (including generators)
	Ballast

	 	: about 13.5 knots on 33 metric tons IFO (including generators)






 









 










Speed / Consumption based on good weather conditions with sea conditions
not exceeding Beaufort Force 4 / Douglas Sea state 3, on even keel and free of
swell.



Vessel uses MDO in cases where Master / Chief Engineer considers it necessary
for start up / shut down, manoeuvring in/out of ports, rivers, straits, canals,
shallows / narrow or restricted waters or in case of emergency.



Additionally, vessel also does burn some fuel oil in port as follows:



Idle (Daily): 1.5 metric tons for generators plus 1.5 metric tons for auxiliary
boilers. Ballasting / deballasting : 2.0 metric tons for generators plus 1.0 metric
ton for auxiliary boilers.




Grade of Fuel:




			
	IFO

	 	— ISO 8217 RMG 35 (or latest addition)





Maximum Sulphur Content 4.5 pet maximum




			
	MDO

	 	— ISO 8217 DMB (or latest addition)






MDO Consumption per month :




			
	At sea

	 	— marginal
	In port

	 	— idle nil
	Working

	 	— 0.50 metric tons






Terms and Conditions



All further terms / conditions as per the current Metrofin / Bunge executed
Charter Party dated 21st November, 2005 and Addenda thereto with logical
alterations in line with this Block Agreement with Owner’s option to sell any of the
vessels and with further Addenda for Steel Slabs loading, Intermediate Hold Cleaning
(Petcoke) and blanket Letter of Indemnity Agreement.




	 	 	 
	OWNERS :

	 	CHARTERERS:
	 
	 	 
	/s/

	 	/s/






 









 








BLOCK AGREEMENT No 1.




TO 




METROSTAR MANAGEMENT CORP., OF ATHENS




AS MANAGING OWNERS




AND




BUNGE
S.A., OF GENEVA




CHARTER
PARTY DATED
21ST NOVEMBER, 2005.



It is this day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of
Athens, as Managing Owners and BUNGE S.A., of Geneva, as Charterers, that:




Participating Tonnage





	— The agreement to include all Metrostar managed newbuilding so called “Kamsarmax’ ‘Panamaxes
to be delivered in 2006 and 2007






Timecharter Period





	— The timecharter period for each vessel to be from the time of each respective delivery upto a
maximum of
31st
December, 2010.






Deliveries 





	— Delivery of the Newbuilding Panamaxs to Charterers to be on dropping last outward sea pilot
after sailing shipyard Japan.





Owners expect delivery of their Newbuilding Panamaxs as follows:



Schedule
—




Hull No. 1394 — Delivery November/December, 2006

Hull No. 1395— Delivery December, 2006/January, 2007

Hull No. 1396— Delivery February 2007.



This schedule is only ‘about’ and subject to yard changes. Owners will keep Charterers advised
accordingly.




Floor/Ceiling 



For Kamsarmax types delivering in 2006/2007, Owners to have the option of a flat rate
of U.S. $* daily or the following:



Year 2007
Floor U.S. $* daily / Ceiling U.S. $* daily.












L O N D O N




BEIJING

Tel: 86-10 6410 9299

Fax: 86-10 6410 9248




BERMUDA

Tel: 1-441-292 9407

Fax: 1-441-292 9408




HAMBURG

Tel: 49-40-380 876 30

Fax: 49-40-380 876 59




HONG KONG

Tel: 85-2-2521 1141

Fax: 85-2-2526 7218




JAKARTA

Tel: 62-21-526 4330

Fax: 62-21-526 4331




NAPLES

Tel: 39-081-598 7011

Fax: 39-081-598 7018




NEW YORK

Tel: 1-203-356 2000

Fax: 1-203-356 2010




OSLO

Tel: 47-6751 8800

Fax: 47-6751 8801




SHANGHAI

Tel: 86-21-6876 3350

Fax: 86-21-5830 5332




SINGAPORE

Tel: 65-6536 7988

Fax: 65-6536 8622




SYDNEY

Tel: 61-2-9252 1711

Fax: 61-2-9252 1718




VANCOUVER

Tel: 1-604-688 6244

Fax: 1-604-669 0286




ZUG

Tel: 41 41 725 2940

Fax: 41 20 7265 1949




WEBSITE:

www.ssyonline.com










Simpson,
Spence & Young Ltd, Lloyds Chambers, 1 Portsoken Street, London E1 8PH

Telephone: +44 (0)20 7977 7400



Dry Cargo
Fax: +44 (0)20 7265 1949 E-mail: handy@ssy.co.uk •
mineral@ssy.co.uk • panamax@ssy.co.uk
Tankers Fax: +44 (0)20 7285 1936 E-mail: tankers@ssy.co.uk Sale
& Purchase Fax: +44 (0)20 7265 1945
E-mail: snp@ssy.co.uk

Company registered in England Registered No. 1037999

















 









 










Or




2007/2008 Floor U.S. $* daily/ Ceiling U.S $* daily.

2009/2010 Floor U.S. $* daily/Ceiling U.S. $* daily.



This option is declarable at the joint November’06 pricing meeting by owners.




Hire Payment



     All hires under this agreement to be paid 15 days in advance.




Interest
from other First Class Charterers



Although Owners will not openly market the vessels under this agreement prior to their delivery,
should Owners receive any attractive proposals from other similar first class Charterers for long
term timecharter, Owners to approach Charterers to discuss same and offer them the first refusal to
match the particular deal. It is understood that Bunge are not obliged to match any such approach
from any other first class Charterers and should they choose not to, then the respective vessel to
be removed from this agreement.




Mutual Co-operation 



Any further relevant matters not mentioned herein or already covered in the Charter
to be mutually discussed and resolved. It is understood that both Charterers and
Owners are entering into this block agreement with the mutual co-operation that
already exists between the two companies. In such circumstances, the spirit has been
to make this agreement as simply as possible. It may therefore be necessary for
Charterers and Owners to meet on a fairly regular basis for any fine tuning that
may be required. Both sides to mutually co-operate to reach agreement based on market
within the agreed rate structure. In the event that the parties are unable to reach
agreement in respect to rates for the following year, this contract will be
automatically terminated.




Further extension of this 5 Year Contract 



This contract runs from the 1st January 2006 to 31st December 2010,
and it is expected to be continued and developed beyond this. In this respect, a
meeting to be arranged at a mutually convenient and suitable time within 2010 to
discuss any such extension of this agreement. If agreement cannot be reached, then a
suitable redelivery period to agreed for the end of 2010 or early 2011. Otherwise
redelivery terms to be as per the present Charter Party.




Drydock Clause



“Owners are allowed to Dry Dock vessel to meet Class and performance requirements. Owners to
give Charterers four months notice of their intention to dry dock vessel.”




Terms and Conditions



All further terms / conditions as per the current Metrofin /Bunge executed Charter Party
dated 21st November, 2005 and Addenda thereto with logical
alterations in line with this Block Agreement with Owner’s option to sell any of the vessels
and with further Addenda for steel slabs loading, intermediate hold cleaning (petcoke) and
blanket Letter of Indemnity Agreement.




	 	 	 
	OWNERS:

	 	CHARTERERS:
	 
	 	 
	/s/

	 	/s/






 









 





London, 21st November, 2005.




ADDENDUM NO. 2




TO




CONFIDENTIAL AGREEMENT BETWEEN




METROSTAR MANAGEMENT CORP., OF ATHENS




AS MANAGING OWNERS




AND




BUNGE
S.A., OF GENEVA




CHARTER PARTY DATED 21ST NOVEMBER, 2005.



It is this day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of Athens,
as Managing Owners and BUNGE S.A., of Geneva, as Charterers, that:





	 	 	Bunker Clause:
	 
	 	 	For the Newbuildings vessel to be delivered with about 1,300/1,500 metric
tons Intermediate Fuel Oil, Charterers to declare exact quantity prior
delivery).
	 
	 	 	Vessel to be redelivered with about the same quantities as on delivery.
	 
	 	 	Prices both ends on delivery / redelivery which to be as per delivered
prices in Japan.
	 
	 	 	For “BULK ONE”, “BULK TWO” and
“BULK FOUR” Charterers to take over vessel with
bunkers as on board on delivery and redelivery quantities to be about the same
as on delivery.
	 
	 	 	Prices to be same as present Charter Parties.




All other terms, conditions and exceptions of above Charter Party together
with Addendum No. 1 are to remain unaltered.




	 	 	 	 
	OWNERS:

	 	CHARTERERS:	 
	 
	 	 	 
	/s/

	 	/s/	 
	 
	 	 	 
	 

	 	For and on behalf of 
BUNGE S. A. of Geneva, as Charterer.	 
	 

	 	For SIMPSON, SPENCE & YOUNG LTD.,	 
	 

	 	                                             As Agents only,
	 
	 	 	 
	 

	 	                                             Director,	 
	 

	 	By E-Mail authority received
7th
December, 
2005 from Charterers.	 






 









 






London, 1st March, 2006




ADDENDUM
NO. 3 A




TO




METROSTAR / BUNGE




CHARTER PARTY DATED 21ST NOVEMBER, 2005.



It is this day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of
Athens as Managing Owners and BUNGE S.A., of Geneva, as Charterers, that:





	 	 	The following vessel has been delivered under the above Charter Party and
terms as per Addenda Nos. 1 and 2.





	 	 	 	 	 
	Name of Owners

	 	:
	 	Benefience Shipping Ltd.,
	 

	 	 	 	80, Broad Street,
	 

	 	 	 	Monrovia,
	 

	 	 	 	Liberia.
	 
	 	 	 	 
	Vessel’s Name

	 	:
	 	M.V. “BULK FIVE”
	 
	 	 	 	 
	Delivery Place /

Time

	 	:
	 	On dropping last outward sea pilot off-Tsuneishi
Shipyard Japan on 26th January, 2006 at 11.00
hours GMT.
	 
	 	 	 	 
	Hire Payment

	 	:
	 	National Bank of Greece S.A.,
	 

	 	 	 	Shipping Branch 196,
	 

	 	 	 	Greece.
	 
	 	 	 	 
	 

	 	 	 	Swift : ETHNGRAA
	 

	 	 	 	Account No.: 196 / 932155-19
	 

	 	 	 	IBAN : GR73 0110 1962 0000 1969 3215 519
	 

	 	 	 	In favour of: Beneficence Shipping Ltd.,
	 

	 	 	 	Reference m.v.  “BULK FIVE”






- 1 -









 






     Vessel’s Description : M.V. “BULK FIVE”


Vessel’s description and as a guide, as follows and subject full and final
reconfirmation.



All details ‘about’




	 	 	 	 	 	 	 
	1.

	 	Owners
	 	:
	 	Beneficience Shipping Ltd.,
	 

	 	 	 	 	 	80, Broad Street,
	 

	 	 	 	 	 	Monrovia,
	 

	 	 	 	 	 	Liberia.
	2.

	 	Operating Managers
	 	:
	 	Metrostar Management Corp., Athens,
	 

	 	 	 	 	 	Hellas
	 

	 	 	 	 	 	D.O.C. No: D178355/06.01.25i/GRC
	 

	 	 	 	 	 	Expires: 06.12.2006
	3.

	 	Flag
	 	:
	 	GREEK
	4.

	 	Port of Registry
	 	:
	 	Piraeus — Official No.: 11449
	5.

	 	Call Letters
	 	:
	 	SVGM
	 

	 	 	 	 	 	Communications Numbers:
	 

	 	 	 	 	 	INM-F77: 764053534/764053535 (Tel)
	 

	 	 	 	 	 	MINI-M: 764053541 / 764053544 (Tel)
	6.

	 	Built
	 	:
	 	January 2006
	7.

	 	Class
	 	:
	 	NKK
	8.

	 	P. and I. Club
	 	:
	 	UK Mutual P.& I.
	9.

	 	Summer Deadweight
	 	:
	 	82,209M/T @ 14.43 metres.
	10.

	 	GT / NT
	 	:
	 	43,189/27,291
	11.

	 	Panama Gross / Net
	 	:
	 	TBA
	12.

	 	Constants excluding FW
	 	:
	 	350 metric tons
	13.

	 	LOA / BEAM
	 	:
	 	228.99 metres / 32.26 metres
	14.

	 	Holds / Hatches
	 	:
	 	7/7 
	 

	 	Hatch Sizes	 	:
	 	No.l) 14.20 x 13.80 metres. 

Nos. 2-7) 17.80 x 15.40 metres
	 	 	— Single screw diesel engine driven bulk carrier with forecastle.
	 	 	— Alternate loading is permitted; 2, 4, 6 holds may be empty when loading ore
cargoes of SG 3.0 metric tons / cubic metres.
	15.

	 	Main Holds Grain Capacity	 	 	 	 
	 

	 	(Cubic metres / Cubic feet):	 	 	 	 
	 

	 	No.l)  12,185.0/430.313	 	 	 	 
	 

	 	No.2) 14,322.2/505,788	 	 	 	 
	 

	 	No.3) 14,229.4/502,511	 	 	 	 
	 

	 	No.4) 14,344.8/506,587	 	 	 	 
	 

	 	No.5) 14,247.7/503,158	 	 	 	 
	 

	 	No.6) 14,774.0/521,744	 	 	 	 
	 

	 	No.7) 13,083.0/462,026	 	 	 	 
	 

	 	Total  97,186.1/3,432,127	 	 	 	 
	16.

	 	MFO / MDF Capacities (98%)
	 	:
	 	2,862 cubic metres / 254 cubic metres
	17.

	 	Fresh Water Capacity
	 	:
	 	479.4 cubic metres.






- 2 -









 






	 	 	 	 	 	 	 
	18.

	 	Hatch covers
	 	:
	 	Side Rolling
	19.

	 	TPC Summer Draft
	 	:
	 	70.12 metric tons
	20.

	 	Safety Management Certificate No.
	 	:
	 	D26947/060125i/GRC
	21.	 	— Vessel’s cargo spaces have no Co.2 fire extinguishing system and are not
mechanically ventilated.
	 	 	— Vessel’s bulkhead between the cargo space and the engine room is not
insulated to class “A-60” Standard.






Additional
Information for Bunge — See also Clause 29 a




	 	 	 	 	 
	HEAD OWNER

	 	:
	 	BENEFICENCE SHIPPING LTD, OF MONROVIA
	MANAGERS

	 	:
	 	METROSTAR MANAGEMENT CORP., OF ATHENS





VESSEL DESCRIPTION — ALL DETAILS / FIGURES ARE “ABOUT”



Given as a guide, subject to full and final reconfirmation.




	 	 	 	 	 
	NAME

	 	:
	 	M.V. “BULK FIVE”
	FLAG

	 	:
	 	GREEK
	PORT OF REGISTRY

	 	:
	 	PIRAEUS
	BUILT WHEN AND WHERE

	 	:
	 	JANUARY 2006 AT TSUNEISHI SHIPYARD, JAPAN
	DWT

	 	:
	 	SUMMER DWT 82,209 MTS (AND 84,750 MTS

TROPICAL DWT)
	DRAFT

	 	:
	 	14.43 MTRS SUMMER DWT SALT WATER (AND
14.729 MTRS TROPICAL DWT)
	TYPE

	 	:
	 	ST SD BC WITH UNOBSTRUCTED MAIN HOLD
STOWAGE ONLY.
	LOA

	 	:
	 	228.99 METRES
	BEAM

	 	:
	 	32.26 METRES
	GEAR

	 	:
	 	GEARLESS
	HO/HA

	 	:
	 	7 / 7
	CLASS SOCIETY

	 	:
	 	NKK, JAPAN
	P. & I. CLUB

	 	:
	 	UK MUTUAL P. & I.
	TYPE OF HATCH COVERS

	 	:
	 	MCGREGOR, SIDE ROLLING / OPENING
	HATCH SIZES

	 	:
	 	1   : L=14.20 X B=13.80 (MTRS)
	 

	 	 	 	2-7: L=17.80 X B=15.40 (MTRS)






HOLD CUBIC BREAKDOWN :(CBM / CBF)

(1) 12,185.00 / 430,313

(2) 14,322.20 / 505,788

(3) 14,229.40 / 502,511

(4) 14,344.80 / 506,587

(5) 14,247.70 / 503,158

(6) 14,774.00 / 521,744

(7) 13,083.00 / 462,026

TTL: 97,186.1 / 3,432,127



GUARANTEED SUITABLE FOR GRAB DISCHARGE AND AVAILABLE IN UNOBSTRUCTED CLEAR MAIN
HOLDS ONLY.




- 3 -









 







PERFORMANCE AND FUEL:



SPEED AND CONSUMPTION BASED ON GOOD WEATHER AND SEA CONDITIONS NOT EXCEEDING
BEAUFORT FORCE 4 AND DOUGLAS SEA, STATE 3, ON EVEN-KEEL, FREE OF SWELL AND ADVERSE
CURRENTS.




	 	 	 
	SPEED:

	 	LADEN
     13.50 KTS ON 35.50 MTS/DAILY
	 

	 	LADEN      14.00 KTS ON 40.00 MTS/DAILY
	 

	 	BALLAST 13.50 KTS ON 27.50 MTS/DAILY
	 

	 	BALLAST 14.00 KTS ON 30.50 MTS/DAILY





ABOVE CONSUMPTIONS INCLUDE FUEL OIL CONSUMPTION FOR GENERATORS BUT VESSEL ALSO DOES
BURN A MARGINAL AMOUNT OF MDO PER MONTH, SEE BELOW ITEM 5. FOR FURTHER CLARIFICATION
OF SPEED / CONSUMPTION SEE PERFORMANCE CLAUSE.



ADDITIONALLY VESSEL DOES BURN SOME FUEL OIL IN PORT AS FOLLOWS : IDLE (DAILY) : 1.5
MTS FOR GENERALS + 1.5 MT FOR AUXILIARY BOILER WORKING, (BALLASTING / DEBALLASTING):
2.0 MT FOR GENERALS + 1.0 MT FOR AUXILIARY BOILER.



GRADE OF FUEL USED:

IFO    : ISO 8217 RMG 35 MAX SULPHUR 4.5 PCNT (OR LATEST EDITION)

MDO : ISO 8217 DMB (OR LATEST EDITION)



MDO/MGO DAILY CONSUMPTION AT SEA: A MARGINAL AMOUNT PER MONTH 

IN PORT IDLE            : NIL

IN PORT WORKING : 0.50 MTS



VESSEL USES MDO IN CASES WHERE MASTER/CHIEF ENGINEER CONSIDERS IT NECESSARY FOR
START UP/SHUT DOWN, MANOEUVRING IN/OUT OF PORTS, RIVERS, STRAITS, CANALS, SHALLOW /
NARROW OR RESTRICTED WATERS, ETC, OR IN CASES OF EMERGENCY.



DISTANCE WTL/TOP HC IN OPEN POSITION:

LIGHT BALLAST (EXCL NR 4 FLOODED)

- NBR 1 CARGO HOLD: 18.52 MTRS, NBR 7 CARGO HOLD: 16.73 MTRS

HEAVY BALLAST (INCL NR 4 FLOODED)

- NBR 1 CARGO HOLD: 15.41 MTRS, NBR 7 CARGO HOLD: 14.52 MTRS



CONDITION, WHICH VESSEL MAY BE ABLE TO IMPROVE SUBJECT TO ACTUAL PHYSICAL
SITUATION. ALL ABOVE BASIS 50 PCNT BUNKERS.



TPC: 70.12 MTS AT SUMMER DRAFT SALT




	 	 	 
	COMMUNICATION:
	PHONES

	 	: INM F 764053534/535 - MINI M
76405354 J / 544
	MOBILE

	 	: +30-6977-606 413
	FAXES

	 	: INM F 764053536 - MINI M 76405342
	TELEX C

	 	: 424046510CALL
	SIGN

	 	: SVGM






- 4 -









 






	 	 	 
	RADIO STATION 	 	:
	NATIONAL NT/GT

	 	: 27,291 / 43,189
	PANAMA NT/GT

	 	: TBA / TBA
	SUEZ NT/GT

	 	: TBA / TBA
	BUNKER CAPACITY

	 	: IFO (100 PCT) 2,920.50 M3
	 

	 	  MDO (100 PCT) 259.150 M3






CONSTANTS EXCLUDING FRESH WATER: ABT 350 MTS.



All other, terms, conditions and exceptions of the above Charter Party and
Addenda Nos. 1 and 2 are to remain unaltered.




	 	 	 
	OWNERS:

	 	CHARTERERS:
	 
	 	 
	/s/

	 	/s/






- 5 -









 






London, 1st March, 2006




ADDENDUM NO. 3 B




TO




METROSTAR / BUNGE




CHARTER
PARTY DATED
21ST NOVEMBER, 2005.



It is this day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of Athens as Managing
Owners and BUNGE S.A., of Geneva, as Charterers, that :



          The following vessel has been delivered under the above Charter Party and terms as per Addenda Nos.
1 and 2.




	 	 	 	 	 
	Name of Owners

	 	:
	 	Draper Services S.A.,
	 

	 	 	 	80, Broad Street,
	 

	 	 	 	Monrovia,
	 

	 	 	 	Liberia.
	 
	 	 	 	 
	Vessel’s Name

	 	:
	 	M.V. “BULK SIX”
	 
	 	 	 	 
	Delivery Place /

Time

	 	:
	 	On dropping last outward sea pilot
off-Tsuneishi

Shipyard Japan on
26th January, 2006 at 09.45
hours GMT.
	 
	 	 	 	 
	Hire Payment

	 	:
	 	National Bank of Greece S.A.,
	 

	 	 	 	Shipping Branch 196,
	 

	 	 	 	Greece.
	 
	 

	 	 	 	Swift : ETHNGRAA
	 

	 	 	 	Account No.: 196 / 932157-82
	 

	 	 	 	IBAN : GR 53 0110 1962 0000 1969 3215 782
	 

	 	 	 	In favour of: Draper Services S.A.
	 

	 	 	 	Reference m.v. “BULK SIX”






- 1 -









 






     Vessel’s Description : M.V. “BULK SIX”


Vessel’s description and as a guide, as follows and subject full and final
reconfirmation.



All details ‘about’




	 	 	 	 	 	 	 
	1.

	 	Owners
	 	:
	 	Draper Services S.A.,
	2.

	 	Operating Managers
	 	:
	 	Metrostar Management Corp., Athens,
	 

	 	 	 	 	 	Hellas.
	 

	 	 	 	 	 	D.O.C. No: D178355/06.01.25i/GRC
	 

	 	 	 	 	 	Expires: 06/12/2006
	3.

	 	Flag
	 	:
	 	GREEK
	4.

	 	Port of Registry
	 	:
	 	Piraeus — Official No.: 11450
	5.

	 	Call Letters
	 	:
	 	SWGO
	 

	 	 	 	 	 	Communications Numbers:
	 

	 	 	 	 	 	INM-F77: 764053532 — 764053531
	 

	 	 	 	 	 	MINI-M: 764053548
	6.

	 	Built
	 	:
	 	January 2006
	7.

	 	Class
	 	:
	 	NKK
	8.

	 	P. and I. Club
	 	:
	 	UK Mutual P. & I.
	9.

	 	Summer Deadweight
	 	:
	 	82,224 M/T @ 14.43 metres.
	10.

	 	GT / NT
	 	:
	 	43205 / 27291
	11.

	 	Panama Gross / Net
	 	:
	 	TBA
	12.

	 	Constants excluding FW
	 	:
	 	350 MT
	13.

	 	LOA / BEAM
	 	:
	 	228.99 metres / 32.26 metres.
	14.

	 	Holds / Hatches
	 	:
	 	7 / 7
	 

	 	Hatch Sizes
	 	 	 	No.l) 14.20 x 13.80 metres
	 

	 	 	 	 	 	Nos. 2-7) 17.80 x 15.40 metres
	 	 	- Single screw diesel engine driven bulk carrier with forecastle.
	 	 	- Alternate loading is
permitted; 2, 4, 6 holds may be empty when loading ore cargoes of SG 3.0 metric
tons / cubic metres.
	15.

	 	Main Holds Grain Capacity	 	 	 	 
	 

	 	(Cubic metres / Cubic feet):	 	 	 	 
	 

	 	No.l) 12,185.0 / 430,313	 	 	 	 
	 

	 	No.2) 14,322.2 / 505,788	 	 	 	 
	 

	 	No.3) 14,229.4 / 502,511	 	 	 	 
	 

	 	No.4) 14,344.8 / 506,587	 	 	 	 
	 

	 	No.5) 14,247.7 / 503.158	 	 	 	 
	 

	 	No.6) 14,774.0 / 521,744	 	 	 	 
	 

	 	No.7) 13,083.0 / 462,026	 	 	 	 
	 

	 	Total 97,186.1 / 3,432,127	 	 	 	 
	16.

	 	MFO / MDF Capacities (98%)
	 	:
	 	2,861 cubic metres / 254 cubic metres.
	17.

	 	Fresh Water Capacity
	 	:
	 	479.4 cubic metres.
	18.

	 	Hatchcovers
	 	:
	 	Side Rolling
	19.

	 	TPC Summer Draft
	 	:
	 	70.12 metric tons
	20.	 	Safety Management
Certificate No.: D26948/060130i/GRC






- 2 -









 






	 	 	 	 	 	 	 
	21.	 	- Vessel’s cargo
spaces have no Co.2 fire extinguishing system and are not
mechanically ventilated.
	 	 	- Vessel’s bulkhead between the cargo space and the engine room is not
insulated to class “A-60” Standard.






Additional information for Bunge — See also Clause 29 a




	 	 	 	 	 
	HEAD OWNER

	 	:
	 	DRAPER SERVICES S.A., OF MONROVIA
	MANAGERS

	 	:
	 	METROSTAR MANAGEMENT CORP., OF ATHENS
	 
	NAME

	 	:
	 	M.V. “BULK SIX”
	FLAG

	 	:
	 	GREEK
	PORT OF REGISTRY

	 	:
	 	PIRAEUS
	BUILT WHEN AND WHERE

	 	:
	 	JANUARY 2006 AT TSUNEISHI SHIPYARD, JAPAN
	DWT

	 	:
	 	SUMMER DWT 82,224 MTS (AND 84,750 MTS

TROPICAL DWT)
	DRAFT

	 	:
	 	14.43 MTRS SUMMER DWT SALT WATER (AND
14.73 MTRS TROPICAL DWT)
	TYPE

	 	:
	 	ST SD BC WITH UNOBSTRUCTED MAIN HOLD
STOWAGE ONLY.
	LOA

	 	:
	 	228.99 METRES
	BEAM

	 	:
	 	32.26 METRES
	GEAR

	 	:
	 	GEARLESS
	HO/HA

	 	:
	 	7 / 7
	CLASS SOCIETY

	 	:
	 	NKK, JAPAN
	P.
& I. CLUB

	 	:
	 	UK MUTUAL P. & I.
	TYPE OF HATCH COVERS

	 	:
	 	MCGREGOR, SIDE ROLLING / OPENING
	HATCH SIZES

	 	:
	 	1    : L=14.20 X 8=13.80 (MTRS)
	 

	 	 	 	2-7: L=l7.80 X B=15.40 (MTRS)
	HOLD CUBIC BREAKDOWN

	 	:
	 	(CBM / CBF)
	(1)
    12,185.00 / 430,313
	 	 	 	 
	(2)     14,322.20 / 505,788
	 	 	 	 
	(3)
    14,229.40 / 502,511
	 	 	 	 
	(4)
    14,344.80 / 506,587
	 	 	 	 
	(5)
    14,247.70 / 503,158
	 	 	 	 
	(6)
    14,774.00 / 521,744
	 	 	 	 
	(7)
    13,083.00 / 462,026
	 	 	 	 
	TTL: 97,186.1 / 3,432,127
	 	 	 	 





GUARANTEED SUITABLE FOR GRAB DISCHARGE AND AVAILABLE IN UNOBSTRUCTED CLEAR MAIN
HOLDS ONLY.



PERFORMANCE AND FUEL:



SPEED AND CONSUMPTION BASED ON GOOD WEATHER AND SEA CONDITIONS NOT EXCEEDING
BEAUFORT FORCE 4 AND DOUGL AS,
SEA, STATE 3, ON EVEN-KEEL, FREE OF SWELL AND ADVERSE CURRENTS.





- 3 -









 








	 	 	 	 	 
	SPEED:

	 	LADEN
	 	13.50 KTS ON 35.50 MTS/DAILY
	 

	 	LADEN
	 	14.00 KTS ON 40.00 MTS/DAILY
	 

	 	BALLAST
	 	13.50 KTS ON 27.50 MTS/DAILY
	 

	 	BALLAST
	 	14.00 KTS ON 30.50 MTS/DAILY





ABOVE CONSUMPTIONS INCLUDE FUEL OIL CONSUMPTION FOR GENERATORS BUT VESSEL ALSO DOES
BURN A MARGINAL AMOUNT OF MDO PER MONTH, SEE BELOW ITEM 5. FOR FURTHER CLARIFICATION
OF SPEED / CONSUMPTION SEE PERFORMANCE CLAUSE.



ADDITIONALLY VESSEL DOES BURN SOME FUEL OIL IN PORT AS FOLLOWS : IDLE (DAILY) : 1.5
MTS FOR GENERALS + 1.5 MT FOR AUXILIARY BOILER WORKING, (BALLASTING / DEBALLASTING)
: 2.0 MT FOR GENERALS + 1.0 MT FOR AUXILIARY BOILER.



GRADE OF FUEL USED :

IFO    : ISO 8217 RMG 35 MAX SULPHUR 4.5 PCNT (OR LATEST EDITION)

MDO : ISO 8217 DMB (OR LATEST EDITION)




MDO/MGO DAILY CONSUMPTION AT SEA: A MARGINAL AMOUNT PER MONTH

IN PORT
IDLE           
: NIL

IN PORT WORKING :   0.50 MTS



VESSEL USES MDO IN CASES WHERE MASTER/CHIEF ENGINEER CONSIDERS IT NECESSARY FOR
START UP/SHUT DOWN, MANOEUVRING IN/OUT OF PORTS, RIVERS, STRAITS, CANALS, SHALLOW /
NARROW OR RESTRICTED WATERS, ETC, OR IN CASES OF EMERGENCY.



DISTANCE
WTL/TOP HC IN OPEN POSITION:

LIGHT BALLAST (EXCL NR 4 FLOODED)

- NBR 1 CARGO HOLD: 18.54 MTRS, NBR 7 CARGO HOLD: 16.73 MTRS 

HEAVY BALLAST (INCL NR 4 FLOODED)

- NBR 1 CARGO HOLD: 15.43 MTRS, NBR 7 CARGO HOLD: 14.51 MTRS



CONDITION, WHICH VESSEL MAY BE ABLE TO IMPROVE SUBJECT TO ACTUAL PHYSICAL
SITUATION. ALL ABOVE BASIS 50 PCNT BUNKERS.



TPC: 70.12 MTS AT SUMMER DRAFT SALT




	 	 	 	 	 
	COMMUNICATION	 	:	 	 
	PHONES

	 	:
	 	INM F 764053531/532 - MINI M 764053545/548 
	MOBILE

	 	:
	 	+30-6977-606 424 
	FAXES

	 	:
	 	INMF 764053533 - MINI M 764053546 
	TELEX C

	 	:
	 	424046410 
	SIGN

	 	:
	 	SWGD 
	RADIO STATION
	 	:	 	 






- 4 -









 






	 	 	 	 	 
	NATIONAL NT/GT

	 	:
	 	27,291 / 43,189 
	PANAMA NT/GT

	 	:
	 	TBA / TBA 
	SUEZ NT/GT

	 	:
	 	TBA / TBA 
	BUNKER CAPACITY

	 	 :
	 	IFO (100 PCT) 2,920.50 M3 
	 

	 	 	 	MDO (100 PCT) 259.50 M3 




CONSTANTS
EXCLUDING FRESH WATER : ABT 350 MTS.



All other, terms, conditions and exceptions of the above Charter Party and Addenda Nos. 1
and 2 are to remain unaltered.




	 	 	 
	OWNERS:

	 	CHARTERERS:
	 
	 	 
	/s/

	 	/s/






- 5 -









 






London, 2nd March, 2006.




ADDENDUM NO. 4 




TO




CONFIDENTIAL AGREEMENT BETWEEN




METROSTAR MANAGEMENT CORP., OF ATHENS




AS MANAGING OWNERS




AND



BUNGE S.A., OF GENEVA




CHARTER
PARTY DATED 21ST NOVEMBER, 2005.



It is this
day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of Athens,
as Managing Owners and BUNGE S.A., of Geneva, as Charterers, that :





	 	 	Intermediate Hold Cleaning Clause — See Clause 36
	 
	 	 	3rd Paragraph - Add ‘cleaning agents and’ before ‘fresh water’.
	 
	 	 	Additional following paragraph to be added at the end of the clause :
	 
	 	 	“With regard to MARPOL Annex V (or subsequent amendments) and/or cleaning after petcoke
and/or with respect to calls in the U.S.A., or any other jurisdiction that imposes similar
restrictions, Charterers are responsible for the removal at their time and expense of
any/all water (including slops) / chemicals / materials used in cleaning. Should it be
necessary to retain cleaning water / slops on board, and provided vessel can actually retain
same on board with regard to vessels safety and stability, Charterers are responsible for
any short fall in the DWCC till such cleaning waters / slops can be removed, which must be
done latest at last disport prior to redelivery”.




All other terms, conditions and exceptions as per current Metrostar / Bunge
executed Charter Party dated
21st
November, 2005, together with Addenda
Nos. 1, 2 and 3 are to remain unaltered.




	 	 	 
	OWNERS:

	 	CHARTERERS:
	 
	 	 
	/s/

	 	/s/







 









 







London, 2nd March, 2006.




ADDENDUM
NO. 5A




TO 



CONFIDENTIAL AGREEMENT BETWEEN 




METROSTAR
MANAGEMENT CORP., OF ATHENS

AS MANAGING OWNERS 




AND 




BUNGE
S.A., OF GENEVA 




CHARTER
PARTY DATED 21ST NOVEMBER, 2005.



It is this day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of Athens,
as Managing Owners and BUNGE S.A., of Geneva, as Charterers, that:





	 	 	 	With regard to Clause 41 and 67 it is agreed:
	 
	 	1)	 	*
	 
	 	2)	 	*
	 
	 	3)	 	*
	 
	 	4)	 	*
	 
	 	5)	 	Charterers undertake never to reveal, or pass onto any outside parties,
the contents of this Addendum which to be strictly Private and Confidential
between Metrostar and Bunge.




All other terms, conditions and exceptions as per current Metrostar / Bunge executed
Charter Party dated
21st November, 2005, together with Addenda Nos. 1,
2, 3 and 4 are to remain unaltered.



	 	 	 
	OWNERS:

	 	CHARTERERS:
	 
	 	 
	/s/

	 	/s/





 











 








London,
2nd March, 2006.




ADDENDUM NO. 5B




TO




CONFIDENTIAL AGREEMENT BETWEEN




METROSTAR MANAGEMENT CORP., OF ATHENS

AS MANAGING OWNERS




AND



 BUNGE S.A., OF GENEVA




CHARTER PARTY DATED 21ST NOVEMBER, 2005.



It is this
day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of
Athens, as Managing Owners and BUNGE S.A., of Geneva, as Charterers, that:





	 	 	 	Cargo Exclusions — Clause 35
	 
	 	 	 	Add at end following:
	 
	 	 	 	Steel slabs are allowed on the following conditions:
	 
	 	1)	 	Steel slab cargoes not to be consecutive.
	 
	 	2)	 	The so called ‘California Block Stow’ method of
loading / carrying / discharge such slabs is not allowed.
	 
	 	3)	 	The steel slabs to be always loaded / stowed in accordance
with IMO
recommendations and local regulations.
	 
	 	4)	 	Charterers to give Owners sufficient time to arrange vessel’s cargo
securing manual for Charterers intended steel slabs cargo in accordance with
SOLAS regulation. Owners will do their best to provide this within the time
given and at no additional cost to Charterers, however should their be any
delays in loading or additional costs involved in arranging this manual then
they are to be for Charterers’ account.






                                                   
                              
                      2/....










LONDON




BEIJING

Tel: 86-106410 9299

Fax: 86-106410 9248




BERMUDA

Tel: 1-441-292 9407

Fax: 1-441-292 9406




HAMBURG

Tel: 49-40-380 876 30

Fax: 49-40-380 876 59




HONG KONG

Tel: 85-2-2521 1141

Fax: 85-2-2526 7218




JAKARTA

Tel: 62-21-526 4330

Fax: 62-21-526 4331




NAPLES

Tel: 39-061-598 7011

Fax: 39-061-598 7016




NEW YORK

Tel: 1-203-356 2000

Fax: 1-203-356 2010




OSLO

Tel: 47-6751 8800

Fax: 47-6751 8801




SHANGHAI

Tel: 86-21 6676 3350

Fax: 86-21 5830 5332




SINGAPORE

Tel: 65-6536 7988

Fax: 65-6536 8622




SYDNEY

Tel: 61-2-9252 1711

Fax: 61-2-9252 1716




VANCOUVER

Tel: 1-604-688 6244

Fax: 1-604-688 0286




ZUG

Tel: 41 41 725 2940

Fax: 44 20 7265 1949



WEBSITE:

www.ssyonline.com











Simpson,
Spence & Young Ltd, Lloyds Chambers, 1 Portsoken Street, London
E1 8PH 

Telephone: +44 (0)20 7977 7400



Dry Cargo
Fax: +44 (0)20 7265 1949 E-mail: handy@ssy.co.uk • mineral@ssy.co.uk • panamax@ssy.co.uk



Tankers
Fax: +44 (0)20 7265 1936 E-mail: tankers@ssy. co.uk Sale & Purchase Fax:
+44 (0)20 7265 1945 
E-mail: snp@ssy.co.uk
Company registered in England Registered No. 1037999


















 









 












- 2 -






	 	5)	 	Cargo to be loaded, stowed, lashed, secured and dunnaged to the
Master’s satisfaction.
	 
	 	6)	 	Owners have the right to appoint surveyor cargo condition prior to
loading / securing and at discharging, such surveyor to be for Charterers’
account.
	 
	 	7)	 	Dunnage removal to be for Charterers’ account.
	 
	 	8)	 	Should Charterers sublet the vessel then this clause is not to apply.




All other terms, conditions and exceptions as per current Metrostar / Bunge executed
Charter Party dated 21st November, 2005, together with Addenda Nos. 1,
2, 3 and 4 and are to remain unaltered.




	 	 	 	 
	 	OWNERS:

	 	CHARTERERS:
	 	 
	 	 
	 	/s/

	 	/s/







 









 








Time Charter



GOVERNMENT FORM



Approved by the New York Produce Exchange

November 6th, 1913 — Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946




This Charter Party, made and concluded in _______ London, _______ the 21st day of November, 2005 ___________.
 Between  METROSTAR MANAGEMENT CORP., of Athens as Managing ___________. Owners of the good _________ Steomship/Motorship (See Addendum) _________ of __________ tons gross
register, and _______ tons net register,
having engines of indicated horse power and with bull, machinery and equipment in a thoroughly efficient state, and classed _____ at  ___ of about _________ cubic feet grain feel bole capacity, and about ________ tons of 2240 lbs deadweight capacity (corgo and bunkers, including fresh water and stores not exceeding one and one half percent of shiple deadweight capacity, allowing a minimum of fifty tons) on a draft of _____ feet  metres inches on  Salt
Water Summer freeboard,  inclusive of permanent bunkers, which are of the capacity of about _________ tons of fuel
, and capable of steaming, fully laden, under good weather
conditions of the capacity of about
____tons of fuel,and capable of steaming,
fully laden, under good weather conditions about___________ See Clause 29 A
–. knots on a consumption of about
________ tons of best Welch
coal – best grade fuel oil – best grade diesel oil
now ____________ and
______ BUNGE S.A.,
______Charterers of the City of _________ Geneva _____.




     Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said
vessel, from the time of delivery, for about
______(See Clause No. 34) ___________ within below mentioned trading limits.
Charterers to have liberty to sublet the vessel for all or any part of the time covered by
this Charter, but Charterers remaining responsible for
the fulfillment of this Charter Party. 

Vessel to be placed at the
disposal of the Charterers, at ______
(See Clause No. 33)_________
in such dock or at such wharf or place (where she may safely lie, always afloat, at all times
of tide-, except as otherwise provided in clause No,6),as the Charterers may direct. If such dock,
wharf or place be not available time to count as provided for in clause No.5. Vessel on her
delivery to be ready See Clause No. 36 - to receive cargo with clean swept holds and tight,
staunch, strong and in every way fitted for the service, having water
ballast, winches and      donkey
boiler with sufficient steam power, or if not equipped with donkey boiler, then other power
sufficient to run all the winehes at one and the same time (and with full complement of officers,
seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful
merchandise, including petroleum or its products, in proper containers, excluding ___________ See Clause No. 35-
______     ( vessel is not to be employed in the carriage-of-Live Stock, but Charterers are to have the
privilege of shipping a small number on deck at their risk, all necessary fittings and other
requirements to be for account of Charterers), in such lawful trades, between safe port and /or
ports in British North
America, and/or United States of America, and/or West Indies, and/or Central America, and /or
Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South
America ______and /or Europe and /or
Africa, and /or Asia, and /or Australia, and /or Tasmania, and /or New Zealand, but excluding
Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe
ports; also excluding, when out of season, White Sea, Block Sea and the Baltic,




 









 







Trading
always afloat, always within I.W.L., but Charterers have the option of breaking
I.W.L. against paying additional insurance
premium. Owners shall provide Charterers with supporting documents for extra cost. Trading via
safe anchorage(s), safe berth(s) and/or
safe port(s) routing in Charterers’ option — See Clause
Nos. 6, 34 and 35, _____ as
the Charterers or their Agents shall direct, on the following conditions:




     1. That whilst on hire, the Owners shall provide and pay for all provisions, wages and
consular shipping and discharging fees of the Crew; shall pay for
the _____ insurance of the
vessel, also for all the cabin, deck, engine-room and other necessary stores, including
boiler water, domestic water, lubricating oil, garbage removal ordered by the Vessel and
maintain her class and seaworthiness and
keep _____ the vessel in a thoroughly efficient
state in hull holds and hatch covers, machinery and equipment with all certificates
necessary to comply with the current requirements at all ports of call and Canals for and
during the service. See also Rider Clauses.



     2. That whilst on hire the Charterers shall provide and pay for all the fuel except
as otherwise agreed, Port Charges, Canal Dues, Customary Pilotages, including Canals,
Skaw, Dardannelles, Bosphorus, Great Barrier Reef and Torres Strait, Agencies, launches on
Charterers’ business, for clearance and cargo purpose only, Commissions, compulsory
garbage removal,
_____Consular Charges (except those pertaining to the Crew and flag), and all
other usual expenses except those before stated, but when the vessel
puts into _____ a port for
causes for which vessel is Owners are responsible, then all such charges incurred shall
be paid by the Owners. Fumigations ordered because
of _____ illness of the crew or previous
cargo carried to be for Owners account. Fumigations ordered because of cargoes carried or
ports visited while vessel is employed under
this _____ charter to be for Charterers account.
All other fumigations to be for Charterers account after vessel has been on charter for a
continuous period of six months or more. See Clause
No. 56 _____.



     
Charterers are to provide
necessary dunnage and shifting boards, also any extra fittings requisite for
a-special-trade or unusual cargo, but Owners to allow-them the use of any dunnage and
shifting boards already aboard vessel. Charterers to have the privilege of using
shifting boards for dunnage, they making good any damage thereto.



     3. That
the Charterers, at the port of delivery, and the Owners, at the port
of re-delivery shall take over and pay for all fuel remaining on
board the vessel at the current prices in the respective ports, the vessel to be delivered with not less that _____
 tons and not more than  _____ tons
and to be re-delivered with not less than _____ tons and not more than _____ tons.
 See Clause No. 33



     4. That
the Charterers shall pay for the use and hire of the said vessel at
the rate of _____ See Clause 37 – _____ United States Currency per ton on-vessel’s total deadweight carrying
capacity, including bunkers and
stores, on _____ summer freeboard, per Calendar Month, commencing on and from the day of her
delivery as per Clause No. 33, as
aforesaid, and at _____ and
after the same rate for any part of a month; hire to continue until
the hour of the day of her re-delivery in like good order and condition, ordinary wear and
tear excepted, to the Owners (unless lost) at
 _____ See
Clause No. 33 – ________ unless otherwise mutually
agreed. Charterers are to give Owners not-less than _____ days notice of vessels expected date of
re delivery, and probable port.



     5.
Payment of said hire to be made in (See Clause No. 37) New York in cash in United
States Currency, 15 days semi
monthly in advance, and for the last 15 days half month
or _____ part of same the approximate amount of hire, and should same not cover the actual
time, time is to be paid for the balance day by day, as it becomes due, if so
required by Owners, unless bank guarantee or deposit is made by the Charterers,
otherwise failing the punctual and regular payment of the hire, or bank guarantee, or
on any breach of this Charter Party,      the Owners shall be at liberty to withdraw the
vessel from the service of the Char-



 









 







terers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers.
Time to count from 7 a.m. on the working day
following that on which written notice of readiness has been given to Charterers or their
Agents before 4 p.m., but if required by Charterers they
to have the privilege of using vessel at once, such time used to count as hire.




     Cash for
vessel’s ordinary disbursements at any port may be advanced as required by the Captain, by
the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be
deducted from the hire. The Charterers, however, shall in no way be responsible for the
application of such advances.



     6. That the cargo or cargoes be laden and/or discharged in any safe dock or at any safe
wharf or safe place that Charterers or their Agents may direct provided the vessel can
safely lie always afloat at any time of tide, except at such places in Argentina,
Uruguay and Brazil where it is customary for similar size vessels to safely lie aground.



     7. That the whole reach of the Vessel’s Hold, Decks, and usual places of loading (not more
than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall
be at the Charterers disposal, reserving only proper and sufficient space for Ship’s officers,
crew tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege
of passengers as far an accommodations allow, Charterers paying
Owners ___________ per day per passenger
for accommodations and meals. However, it is agreed that in case any fines or extra expenses
are incurred in the consequences of the carriage of passengers, Charterers are to bear-such
risk and expense. No deck cargo and no passengers allowed.



     8. That the Captain shall prosecute his voyages with the utmost despatch, and shall render
all customary assistance with ship’s crew and boats. The Captain (although appointed by the
Owners), shall be under the orders and directions of the Charterers as regards employment and
agency; and Charterers are to load, stow, and trim, tally, secure, lash, unlash, dunnage and
discharge the cargo at their expense under the supervision and direction of the Captain,
provided all cargo claims to be settled in accordance with the NYPE Interclub Agreement which
shall be dealt wish as if Clause 8 and Clause 38 had not been amended who is to sign Bills of
Lading for     cargo as presented, in conformity with Mate’s or Tally Clerk’s receipts.



     9. That if the Charterers shall have reason to be dissatisfied
with the conduct or performance of the Captain, Officers, or
Engineers, the Owners shall on    receiving particulars of the
complaint, investigate the same, and, if necessary, make a change in
the appointments, Owners to investigate and make a
change in the appointment if necessary. See Clause No. 47.



     10. That the Charterers shall have permission to appoint a
Supercargo, who shall accompany the vessel and see that voyages are
prosecuted with the utmost despatch. He is to be furnished with free
accommodation, and same fare as provided for Captain’s table,
Charterers paying at the rate of U.S. $15.00 $1.00 per day. Owners
to victual Pilots and Customs Officers, and also when authorized by
Charterers or their Agents, to victual Tally    Clerks, Stevedore’s
Foreman, etc., Charterers paying at the current rate per meal, for
all such victualling. See Clause No. 58 –



     11. That the Charterers, shall furnish the Captain from time to
time with all requisite instructions and sailing directions, in
writing, and the Captain shall keep a full and correct Log of the
voyage or voyages, which are to be patent to the Charterers or their
Agents, and furnish the Charterers, their Agents or Supercargo,
when required, with a true copy of daily Logs in English, showing
the course of the vessel and distance run and the consumption of
fuel. The Captain shall be conversant with and use the English
language. The Captain to properly fill in and return all forms
furnished by Charterers.



     12. That the Captain shall use diligence in caring for the ventilation of the cargo as instructed by Charterer. Vessel natural ventilation.



     13. That the Charterers shall have the option of continuing this charter for a further
period___________ on giving written notice thereof to the Owners or their Agents___________ days previous to
the expiration of the first named term, or any declared option



     14. Vessel to be delivered in accordance with Clause 33. That if required by the Charterers,
time not to comments before




 









 






_____
and-should vessel not have given written notice of
readinessan or before _______
but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of
vessel’s readiness.




     15. That in the event of the loss of time from deficiency and/or default of men including strike of
Officers and/or Crew or deficiency of men or stores, fire, breakdown or damages to hull, machinery
or equipment        grounding, detention by average accidents to ship or cargo, drydocking for the purpose of
examination or painting bottom, or by any other cause
directly related       preventing the full use
and disposition working of the vessel, the payment of hire shall cease for the time thereby lost;
and if upon the voyage the speed be reduced by
       defect in or breakdown of any part of her hull,
machinery and equipment, the time so lost, and the cost of any extra fuel consumed in consequence
thereof, and all extra expenses shall be deducted from the hire. See also Rider Clauses.



     16. That should the Vessel be lost, money paid in advance and not earned (reckoning from the date
of loss or being last heard of) shall be returned to the Charterers at once. The act of God,
enemies, fire, restraint of Princess, Rulers and People, and all dangers and accidents of the Seas,
Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter
Party, always mutually excepted.

     The vessel shall have the liberty to sail with or without pilots,
to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving
life and property.



     17. That should any dispute arise between Owners and the Charterers, the matter in dispute shall
be referred to three persons at New York, one to be appointed by each of the parties thereto, and
the third by the two so chosen; their decision or that of any two of them, shall be final, and for
the purpose of enforcing any award, this agreement may be a rule of the Court. The Arbitrators
shall be commercial men. See Clause No. 69.



     18. That the Owners shall have a lien upon all cargoes, and all sub freights for any amounts due
under this Charter, including General Aver- age contributions, and the Charterers to have a lien on
the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to
be returned at once. Charterers will not suffer, nor permit to be continued, any lien or
encumbrance incurred by them or their agents, which might have priority over the title and
interests of the owners in the vessel.



     19. That
all derelicts and salvage shall be for Owners’ and
Charterers’ equal benefit after
deducting Owners’ and Charterers’ expenses and Crew’s proportion. General Average shall be
adjusted, stated and settled, according to Rules 1 to 15 inclusive, 17 to 22, inclusive, and Rule F of
York-Antwerp Rules 1974 as amended 1994 at London or all other subsequent amendments made during
the currency of the Charter Party.1924, at such port or place in the United States as may be
selected by the carrier, and as to matters not provided for by these
      Rules, according to the laws
and usages at the port of New York. In such adjustment disbursements in foreign currencies shall
be exchanged into United States money at the rate-prevailing on the dates made and allowances for
damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last
day of discharge at the port or place of final discharge of such damaged cargo from the ship.
Average agreement or bond and such additional security, as may be required by the carrier, must be
furnished before delivery of the goods. Such cash deposit as the carrier or his agents may deem
sufficient as additional security for the contributions of the goods and for any salvage and
special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the
goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be
payable in United States money-and-be-remitted to-the adjustor. When so remitted the deposit shall
be held in a special account at the place of adjustment in the some of the adjuster pending
settlement of the General Average and refunds or credit balances, if any, shall be paid in
United States money.



     In-the event of accident, danger, damage, or disaster, before or after commencement of the voyage
resulting from any cause whatsoever, whether due to negligence or not, for which, or for the
consequence of which, the carrier is not responsible, by statute, contract of otherwise, the
goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in
general average to the payment of any sacrifices,



 









 




losses, or expenses of a general average nature that may be made or incurred, and shall
pay salvage and special charges-incurred in respect of the goods. If a solving ship is owned or
operated by the carrier, salvage shall be paid for as fully and in the same manner as if such
solving ship or ships belonged to strangers.




     Provisions as to General Average in accordance with the New jasoh Clause above are to be
included in all bills of lading issued hereunder.



     20. All Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates
and stoves, to be agreed to as to quantity, and the cost of replacing same, to be allowed by
Owners. shall be for Owners’ account.



     21. That as the vessel may be from time to time employed in tropical waters-during the term of this Charter,
Vessel is to be docked at-a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at
least once in every six months, reckening from time of last painting and payment of the hire to be
suspended until she is again in proper state for the service.__________


See Clause No. 43______




     22. Owners shall maintain the gear of the ship as fitted, providing gear (for all derricks) capable
of handling lifts up to three tons, also providing ropes, falls, slings and . IF vessel is fitted
with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same,
otherwise equipment and gear for heavier- lifts shall be for Charterers account Owners also to
provide on the vessel lights as on board sufficient for working all holds simultaneously lanterns
and oil for      night work free of expense to Charterers, and vessel to give use of electric light when
so fitted, but any additional lights over those on board to be at
Charterers expense. The      
Charterers to have the use of any gear on board the vessel.



     23. Vessel to work night and day, if required by Charterers, and all winches to be at
Charterers’ disposal during loading and discharging; steamer to provide one winchman per hatch to
work winches day by night, as required, Charterers agreeing to pay officers, engineers, winchmen,
deck hands and donkeymen for overtime work done in accordance with the working hours and rates
stated in the ship’s articles. If the rules of the port, or labor unions, prevent crew  from
driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or
winches, or insufficient power to operate winches, Owners to pay for shore engine, or engines, in
lieu thereof, if required, and pay anyloss of time occasioned thereby.



     24. It is also mutually agreed that this Charter is subject to-all the terms and provisions of
and all the exemptions from liability contained in the Act of Congress of the United States approved on
the 13th day of February, 1893 and entitled An Act relating to Navigation of Vessels; etc., in
respect of all cargo shipped under this charter to or from the United States of America. It is
further subject to the following clauses, both of which are to be included in all bills of lading
issued hereunder:



U.S.A.
Clause Paramount See Clause 41 H -





This bill of lading shall have effect subject to the provisions of the Carriage of Goods by See
Act of the United States, approved April 16, 1936, -which shall be deemed to be -incorporated
herein, and nothing-herein contained shall be deemed a surrender by the carrier of any of its
rights or immunities or an increase of any of its responsibilities or liabilities under said
Act. If any term of this bill of lading be repugnant to said Act to any extend, such term shall be
void to that extend, but no further.



Both to Blame Collision Clause





If the ship comes into collision with another ship as a result of the negligence of the other ship
and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in
the navigation or in the management of the ship, the owners of the goods carried hereunder will
indemnify the Carrier against all loss or liability to the other or non carrying ship or her
owners in so far as such less or liability represents loss of, or damage to, or any claim
whatsoever of the owners of said goods, paid or payable by the other or non carrying ship or her
owners to the owners of said goods and set off, recouped or recovered by the other or non carrying
ship or her owners as part of their claim against the carrying ship or carrier.




 









 












     25. The vessel shall not be required to enter any ice-bound port, or any port where lights or
light-ships have been or are about to be with- drawn by reason of ice, or where there is risk that
in the ordinary course of things the vessel will not be able on account of ice to safely enter the
port or to get out after having completed loading or discharging. See Clause 35.



     26. Nothing
herein stated is to be construed as a demise of the vessel to the Time
Charterers. The owners to remain responsible for the navigation of the vessel, acts of pilots
and/or tugboats, insurance, crew, and all other matters, same as when trading for their own
account.



     27. A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to Simpson, Spence and
Young, London ____  on hire earned and paid under this Charter, and also upon any continuation or
extension of this Charter.



     28. An
address commission of 2 1/2 3.75 per
cent payable to ____ Charterers ____ on the hire earned and
paid under this Charter.



Additional Clauses 29 to 85, as attached, are deemed to be fully incorporated in this
Charter Party.





This Charter party is a computer
generated copy of the NYPE (Revised 3rd October, 1946) form
printed under licence from the Association of Ship Brokers & Agents (U.S.A.), Inc., using
software which is the copyright of Strategic Software Limited.



It is precise copy of the original document which can be modified, amended or added to only by the
striking out of original characters, or the insertion of new characters, such characters being
clearly highlighted by underlining or use of colour or use of a larger font and marked as having
been made by the licensee or end user as appropriate and not by the author.





 









 















RIDER CLAUSES TO




CONFIDENTIAL AGREEMENT BETWEEN




METROSTAR MANAGEMENT CORP., OF ATHENS

AS MANAGING OWNERS




AND




BUNGE S.A., OF GENEVA




CHARTER PARTY DATED 21ST NOVEMBER, 2005.




Clause 29 :



a) Vessel’s Description : (to be advised)




(See Addendum)



Owners are unable to warrant vessel’s speed and consumption performance for the first 60
(sixty) days of this Charter. After this time, Owners to advise Charterers of vessel’s
performance figures based on actual trading experience which Owners then to warrant in Charter
Party. Owner’s option to carry out sea trials on first ballast / laden voyage, weather permitting
and provided Charterers’ prior approval has been obtained which not to be unreasonably withheld.



b) Performance Clause :



When assessing the performance of the vessel in relation to the speed(s) and consumption(s)
detailed in Clause 29a, good weather conditions is taken to mean Beaufort Wind Scale not exceeding
Force 4 (upto 16.0 knots maximum) and Douglas Sea State not exceeding Code 3 (upto 1.5 metres wave
height maximum).



Average good weather speed will be determined by taking the total mileage actually
steamed under good weather conditions as defined above from full away to standby
engine, divided by the actual time steamed under such conditions, both as recorded in
the log book, excluding stoppages at sea or any periods during which reduction of
speed is necessary for safety or in congested waters or in poor visibility, or following
Charterers explicit instructions.



Average good weather consumption will be determined by applying the actual propulsion consumption
whilst steaming under good weather condition to the period steamed under such conditions.




 - 1 -









 












To evaluate vessel’s performance under this Charter Party following data / formula will be
used:





	A)	 	Total distance run from full away to standby engine.
	 
	B)	 	Total good weather distance run.
	 
	C)	 	Total good weather hours.
	 
	D)	 	Average good weather speed.
	 
	E)	 	Total good weather M.E. consumption.
	 
	F)	 	Daily average good weather M.E. consumption.
	 
	G)	 	Total good weather D.G. consumption.
	 
	H)	 	Daily average good weather D.G. consumption.
	 
	1)	 	Time Gain/Loss





	 	 	 	 	 	 	 	 	 
	 

	 	A
	 	-
	 	A	 	 
	 

	 	 

D
	 	 	 	 

CP SPEED
	 	 







	2)	 	Over / Under consumption (separate calculations for M.E. and generator)





	 	 	 	 	 	 	 	 	 
	 

	 	A X F O R H
	 	-
	 	A X CP CONSUMPTION	 	 
	 

	 	 

DX24
	 	 	 	 

CP SPEED X 24
	 	 





Under no circumstances should any claim be deducted from hire until it has been agreed by both
parties.




c) Weather Routing and Speed/Consumption Deficiencies:



Charterers may supply “Ocean Routes” or “Applied Weather Technologies” or any other first class
routing service as chosen by Charterers, advice to the Master during voyages specified by the
Charterers. The Master to comply with the reporting procedure of the routing service selected by
Charterers. Evidence of weather conditions to be taken from the vessel’s deck logs and
independent weather bureau reports. In the event of a consistent discrepancy between the deck logs
and independent bureau reports. and if an amicable solution cannot be found, then matter to
referred to arbitration and it’s decision to be final and binding.




Clause 30 - P. & I. Club Clause and Classification Clause :



It is a condition of this Charter that the vessel is and will remain during the currency of the
Charter classed highest class with a full member of the International Association of Classification
Societies (IACS).



Furthermore,
it is a condition of this Charter that the vessel is and will remain insured with a
P. & I. Club which is a full member of the International Group of P. & I. Clubs.




	 	 	 	 	 
	Owners’ P. and I. Club

	 	:
	 	(to be advised)
	Charterers’ P. and I. Club

	 	:
	 	(to be advised)







- 2 -









 











Clause 31 - Certificates, Laws and Regulations:





	a)	 	At the time of fixing Owners warrant vessel is in all respects eligible for trading
to the ports, places or countries specified in the Charter Party and that at all necessary
times the vessel and/or Owners shall have valid Certificates, records or other documents
required for such trade. In case Charterers load Iron Ore or other heavy cargoes requiring
certificates in Brazil Owners to obtain Brazilian Navy Certificate at their time,
(provided Charterers unable to use the vessel concurrently), and expense and provided
obtaining such certificate does not involve additional structural work on the vessel, in
which case Charterers to find alternative employment for the vessel.
	 
	b)	 	It is a condition of this Charter that the vessel is and will remain during the
currency of this Charter in possession of the necessary valid equipment and all
certificates, records and documents necessary to comply with safety and health
regulations, International regulations and all current requirements at all ports of call,
Panama and Suez Canals included.
	 
	c)	 	Bimco ISM Clause:
	 
	 	 	From the date of coming into force of the International Safety Management (ISM) Code in relation to
the vessel and thereafter during the currency of this Charter party, the Owners shall procure that
both the vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements
of the ISM Code. Upon request the Owners shall provide, a copy of the relevant Document of
Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.
	 
	 	 	Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by the
failure on the part of me Owners or “the Company” to comply with the ISM Code shall be for Owners’
account.”
	 
	d)	 	It is a condition of this Charter that the vessel has and will have on board at all
times during the currency of this Charter all relevant grain loading booklets / manuals /
certificates and hold end trimming table and vessel to be able to load grain without
shifting boards / grain fittings in accordance with I.M.C.O. Resolution A 264 (VIII) / The
International Convention of S.O.L.A.S. 1974 and has dispensation from trimming hold ends.
	 
	e)	 	Certificate of Financial Responsibility:
	 
	 	 	It is a condition of this Charter that the vessel carries and will carry on board at all times
during the currency of this Charter a Certificate of Financial Responsibility and International
Tonnage Certificate acceptable to the United States Coast Guard and all individual States which
exercise jurisdiction over the load and discharge port(s) in the ranges and areas specified in this
Charter. The Master, upon Charterers’ request, shall make such certificate available for inspection
to the Charterers or its representative.




Applicable
to points a), b), c), d), e):





- 3 -










 











Without prejudice to Charterers’ other rights under this Charter, Owners accept
responsibility for and agree to Indemnify Charterers against any and all claims, losses, damages,
liabilities, cost (including legal fees) and fines resulting from partial or full non-compliance
with this clause.



Any and all delays to the vessel resulting from such partial or full non-compliance with this
clause shall not count as on-hire time.




Clause
32 - Pollution:





	a)	 	It is a condition of this Charter that the vessel complies and will continue to comply
with all regulations / laws of the countries / states / ports within trading limits and
international conventions regarding pollution in force at the time of fixing.






	b)	 	It is a condition of this Charter that the Owners and vessel are and will continue
to be insured for pollution liability with respect to trading within, to and from
ranges and areas specified in this Charter. Said insurance to have a limit of not less
than U.S. Dollars 500 million. At any time before or subsequent to the fixture date
of this Charter, Owners upon reasonable notice from Charterers, shall furnish
to Charterers or its representative proof, satisfactory to Charterers of such insurance.






	c)	 	It is a condition of this Charter that during the currency of the Charter the vessel is and
will be in full compliance with all U.S. Coast Guard pollution and safety regulations as
contained in the Code of Federal Regulations, as amended, and all other applicable State
pollution and safety law, rules and regulations as may be promulgated.






	d)	 	It is a condition of this Charter that the Owners satisfy and will continue to satisfy the
requirements of:






	 	-	 	Section 311 (P) of the United States Federal Water Pollution Control
Act, amendments of 1972 (Public Law 92/500)
	 
	 	-	 	U.S. Federal Law Title 4 Shipping-Chapter IV Sub-Chapter 8, Part
542- Financial
Responsibility for Water Pollution 1978 and amendments.
	 
	 	-	 	During the currency of this Charter they will comply fully with the
U.S. Water Quality Improvement Act 1970 incorporating amendments
thereto, and any rules and/or regulations issued thereunder and amendments
thereto, and any legislation enacted with respect to pollution of sea water by oil
or any other substances (including any rules and/or regulations
issued thereunder) by any government, or other authorities, and also any
similar legislation enforced by the nation of the world.




Applicable to points a), b), c), d):



Without prejudice to Charterers’ other lights under this Charter, Owners
accept responsibility for and agree to indemnify
Charterers against any and all claims, losses, damages, liabilities, cost (including legal
fees), fines resulting from partial or full non-compliance with this clause.



Any and
all delays to the vessel resulting from such partial or full
non-compliance with this Clause shall not count as on-hire time.





- 4 -









 













Clause 33 - Delivery / Redelivery, On/Off-hire Bunkers, Notices:





	a)	 	Vessel to be delivered (local time) on (See Addendum No.1), any time day or night,
Sundays and Holidays included.
	 
	 	 	Vessel to be redelivered (local time) on dropping last outward sea pilot safe port
Skaw-Passero Range or passing same Westbound, or Boston-Bahia Blanca Range or Aden-Japan
Range, in case Persian Gulf then redelivery to be passing Muscat outbound, all ranges in
Charterers’ option, any time day or night, Sundays and Holidays included.
	 
	b)	 	Joint on-hire and off-hire survey shall be held by an independent surveyor, cost
of same to be shared 50/50 between Owners and Charterers. Time for on-hire
survey Owners’ account and time for off-hire survey Charterers’ account unless no
time lost. On-hire survey held at delivery port or first loadport and off-hire survey
held at last discharge port.
	 
	c)	 	Charterers have the option of redelivering the vessel upon completion of discharging without
cleaning and sweeping of holds, in consideration of which Charterers are to pay Owners a
lumpsum of U.S. $5,000 (Five Thousand Dollars) in lieu of hold cleaning on redelivery for
Grain, U.S. $5,500 (Five Thousand Five
 Hundred
Dollars) for others.
	 
	d)	 	Vessel to be delivered with about: as per Addendum No. 2.
	 
	 	 	Value of bunkers on delivery to be paid together with first hire payment.
	 
	 	 	Charterers have the right to deduct bunkers on redelivery
from the last
hire payment(s).
	 
	 	 	Charterers / Owners privilege to bunker vessel for their own account prior to
delivery / redelivery provided same does not interfere with loading /
discharging operations.
	 
	e)	 	Deleted.
	 
	f)	 	Charterers to give 30/20/15/10 days approximate and 3 /1 day(s) definite notice to
Owners.





Clause
34 - Timecharter Period:



A period
timecharter of (as per Addendum No. 1) with Lawful Harmless Cargo, always afloat, always
within Institute Warranty Limits (See Lines 32/38 of the Charter Party), but Charterers to have
the option of breaching Institute Warranty Limits against payment of the additional insurance
premium. Owners to invoice Charterers with this cost and provide
necessary supporting documents.





- 5 -









 











Trading via safe port(s), safe berth(s), safe anchorage(s), always subject to Owners
Cargo and Trading Exclusions.



Naabsa in Argentina, Uruguay and Brazil as per NYPE.



See Clause 35.




Clause 35 — Trading Exclusions :



Always within Institute Warranty Limits the following countries always to be excluded : Iceland,
Albania, Turkish Cyprus, Sea of Azov, Yugoslavia, Former Yugoslavia but Rijeka and Koper /
Slovenia allowed, Libya (including Gulf of Sidra / Sirte), Iraq, Tunisia, Ghana, Benin, Nigeria,
Cameroon, Angola (including Cabinda),
Ivory Coast, Gambia, Namibia, Mozambique, Tanzania, Somalia, Eritrea, Sudan, Djibouti, Ethiopia,
Congo, Kenya, Senegal, Sierra Leone, Yemen / People’s Republic of Yemen (North and South Yemen),
Bangladesh, Cambodia, Myanmar, North Korea,
Russian / C.I.S. Pacific, Diegogarcia, Honduras, Guatemala, Haiti, Barbados, Surinam, El
Salvador, Nicaragua, Falklands, Orinoco River, Cuba, Great Lakes and Hudson Bay, Alaska, Israel,
Liberia, St. Lawrence Seaway to be permitted in Summer months only, East Timor, Georgia, Kuwait,
Zaire, Iran and any country blacklisted by U.N., E.E.C. or vessel’s flag state.



Vessel can trade Finland in Summer Season only.



Summer Season to be between the 1st May /
31st October.



Vessel not to make direct call(s) between Taiwan and China.



Charterers are permitted to trade Magellan Straits and Cape Horn but no trading via
Cape Horn in Winter months.



Charterers are permitted to break Institute Warranty Limits.



If vessel trades to the allowed Arabian Gulf areas then any additional premium levied to be for
Charterers’ account. (See also Clause 39).



Vessel not to force ice or follow ice breakers.




Cargo Exclusions :



The vessel is suitable for the carriage in bulk of cargoes listed in Appendices ‘A’ and
‘C’ of the Code of Safe Practice for Solid Bulk Cargoes excluding cement in Bulk.





- 6 -









 









The following cargoes are specifically excluded :



Ammonium sulphate, metal sulphide concentrates, iron pellets (but iron ore pellets and fines
allowed), limestone, liquid petroleum or its products, bitumen, asphalt in bulk, tar in bulk, pitch
in bulk (including pencil pitch), nitrate of soda, carbon, ammonium nitrate, aluminium (however,
alumina allowed), aluminium silicon, Chilean nitrate, caustic soda, peroxide, calcium carbine,
technical urea, calcium and hypo oxychloride, calcium hydrochloride, calcium hypochlorite, N.P.
K., potassium nitrate, sodium sulphate, copper carbide, talc, fluorspar, chrome ore, sinter ore,
ferro-silicon including silico-manganese, zinc-ash, zinc dross and residues, bentonite, salt petre,
mineral sand, aluminium dross, slag, spodumene, sponge iron, granite, pyrites, zircon, rutile,
garnet, ilemnite, red-iron oxide, hot briquetted iron, pre or direct reduced iron including pellets
and briquettes, metal borings, shavings and turnings, borax, sea salt (including rock salt and salt
cake), pig iron, pollutants, charcoal, char, pond coal, unprotected pipes, clay, soda-ash,
quicklime, bone meal, jute, palm-kernel extractions, quebracho extract, copra and copra products
(including mechanically expelled or extracted coconut), tobacco, esparto grass, cotton, logs,
woodchips or shavings, wood packaging, timber and timber products, used rails, wood pulp, swarf,
scrap (including shredded, prolar, shavings), motor blocks, livestock, paper, creosote, creosoted
goods, bides, bones, wet fish, fishmeal, bulk cement, resin, turpentine, asbestos, cars, trailers
and motor vehicles, mobile homes, prefabs, caravans, railway wagons / engines, yachts, naphtha,
motor spirits or any of its products or bi-products, acids including glacial acid, blasting caps,
detonator caps, black powder, dynamite, T.N.T., bombs, arms, ammunition, firearms, explosives,
nuclear materials and waste, spent oxide, radioactive products and waste, radio-isotopes, aluminium
ferro-silicon powder (including briquettes), aluminium silicon powder-uncoated, aluminium smelting
by-products, aluminium remelting by-products, castor beans, ferro-phosphorus (including
briquettes), ferrous metal (borings, shavings, turnings or cuttings, iron swarf, steel swarf),
fish scrap, iron oxide-spent, iron sponge-spent, peat moss, sawdust, seed cakes, meal-oily,
oilcakes, seed expellers-oily, tankage, zinc skimmings, oily meals, oily seeds and cakes, scrap
including motor blocks and turnings and general cargo and all cargoes listed in International
Maritime Dangerous Goods Code (IMDG Code), all other dangerous, injurious, corrosive, hazardous and
inflammable cargoes, deck cargoes and all Appendix ‘B’ Cargoes listed under the
Code of Safe Practice for Bulk Carriers (B.C. Code).



No Fertilizers are allowed to be carried on board destined for Australia.



No cargo in containers or bagged or baled is allowed.



It is distinctly understood that Charterers are permitted to carry any grain / grain products /
bi-products in bulk (as customarily loaded in West Coast Canada / West Coast U.S.A. or E.C.S.A.)
including Soyabeans / Soyabean Meal / Pellets and Rapeseed / Rapemeal.



Sunflower Seed Expellers always to be excluded.



Sunflower Seeds and Sunflower Seed Pellets to be allowed





- 7 -









 












Petcoke (but not to be last cargo), Iron Ore Fines / Pellets and Coal always allowed provided
always loaded in accordance, with IMO Regulations and Recommendations.



Vessel’s cargo spaces have no Co.2 fire extinguishing system and are not mechanically
ventilated. Vessel’s bulkhead between the cargo space and the engine room is not insulated to
Class ‘A-60’ Standard.



Bulk Harmless Fertilizers including Potash land Phosrock are allowed.



Cargoes always to be loaded in accordance with IMO Regulations and
Recommendations.



Charterers are allowed to load 2 (two) cargoes of Petcoke per annum, however, same not to be
loaded during the first six months of vessel’s delivery and not to be the last cargo.



Charterers are allowed to load 2 (two) cargoes of Sulphur per annum, however, same not to be loaded
during the first six months of vessel’s delivery and not to be the last cargo.



Charterers are allowed to load 1 (one) cargo of Rock Salt per annum, however, same not to be
loaded during the first six months of vessel’s delivery and not to be the last cargo.



Charterers to have the option to load Pig Iron against agreement with Owners on a mutually
acceptable clause covering soft stowage in order to protect vessel from hold damage.



It is understood that Charterers are to use their best endeavours to load only Grain for the
vessel’s first two voyages under this Charter Party.




Clause 36 — Crew Assistance :



Timecharter hire to include rendering all customary assistance by the crew also (see
Clause 26) and provided local port regulations permit, following works:





	a)	 	opening and closing of hatches;
	 
	b)	 	shifting operations, docking and warping;
	 
	c)	 	bunkering;
	 
	d)	 	cleaning of holds — intermediate cleaning by crew (See Clause 36k);
	 
	e)	 	maintaining power while loading and/or discharging;
	 
	f)	 	supervision of loading, stowing, handling; lashing and/or discharging;
	 
	g)	 	deleted;
	 
	h)	 	preparing vessel’s hatches / holds prior arrival to ports or commencement of
operations. Also see below Clause 36 k;
	 
	i)	 	cargo officer to produce general cargo or container stowage plan immediately
according to cargo description given or if stowage plan is presented from ashore to
check and immediately advise omissions / errors etc. making restowage or other measures necessary;








- 8 -









 











	j)	 	officers and crew to work day and night, Saturdays, Sundays and Holidays
included. Above port services to be rendered provided local port regulations
permit;
	 
	k)	 	cleaning of holds / cargo spaces as perIntermediate Hold Cleaning Clause (see
below);





Cleanliness of vessel on arrival at first loading port under this Charter :



Vessel’s holds on delivery or arrival at first load port to be clean and ready in all respects
for inspections, failing which vessel is off-hire from time of rejection until vessel passed
re-inspection. Should the vessel not be approved for cleanliness by relevant surveyor’s for
Charterers intended cargo the vessel to be placed off-hire until the vessel is fully accepted and
any directly related expenses / cleaning time incurred thereby to be for Owners’ account.




Intermediate Hold Cleaning Clause :



In between trips the crew shall render customary assistance in cleaning all cargo
compartments in preparation for the next cargo, if required by Charterers and if not prevented
from so doing by any Shore Regulations / Authorities / Unions.



All protective materials, if any, such as dunnage, craft paper, lashings, mats, etc., to be
removed by Charterers at their time, risk and expense, such cleaning shall be performed en route
to the next loadport provided this can be done safely and provided the duration of the ballast is
sufficient.



The Charterers shall pay the Owners U.S. $650.00 (Six Hundred and Fifty Dollars)
per hold actually cleaned but Charterers shall supply any fresh water required by the
Master for such operation(s).



The Owners / vessel will endeavour to effect such cleaning as best as possible but without any guarantee that, the holds will be sufficiently cleaned and accepted on arrival at the
next loadport, furthermore, the Owners will not be responsible for any consequences arising from
the fact that the crew has been employed in such cleaning.



Should the vessel fail the next load survey then she is to remain on full hire and crew to
complete any further cleaning operation provided local regulations permit, otherwise Charterers
are to employ shore labour.




Clause
37 — Hire



U.S. $ (See Addendum No. 1) daily including overtime payable every 15 (fifteen) days in
advance.





- 9 -









 










Hire Payment :



Hire shall be calculated basis GMT.



First 15 (fifteen) days hire plus bunkers on delivery to be paid within 3 (three) banking days
after vessel’s delivery. Charterers are entitled to deduct from last sufficient hire payments
cost of estimated redelivery bunkers and Owners estimated disbursements.



Hire payment is to be made in full without deductions free of bank charges (including
any intermediary banks) by authenticated and value dated Swift / Telegraphic transfer
to : (to be advised)



Payment of hire shall be in accordance with Clause 5 in cash every 15 (fifteen) days in advance
and must be received by Owner’s bank as referred above on / or before the due date.



Notwithstanding anything to the contrary contained herein, it is understood that if at any
time during the currency of this Charter the hire payment shall become due on a Saturday, Sunday or
Holiday, payment of hire must be received on the banking date immediately proceeding the date on
which hire becomes due.



Failing timely payment of full hire due, less any specifically agreed amount, but
always in accordance with grace period, the Owners will have the right to withdraw
the vessel without prejudice to any claim the Owners may have against the Charterers
under this Charter.



Further, so long as the full hire due less any specifically agreed amount remainsunpaid,
Owners will be entitled to suspend the performance of any and all of their obligations under
this Charter Party, in port or at sea and shall have no responsibility for consequences
directly arising therefrom and the hire shall continue to accrue.



If the payment of hire is delayed, Owners to give Charterers 3 (three) working days grace
before being entitled to enforce their right for hire.




Deductions from Hire :



Charterers have the right to deduct from Charter hire during the period of this Charter any
off hire time and/or Owners expenses provided fully substantiated. Charterers have the right to
withhold from last hire payment estimated value of bunkers on board at redelivery, however final
accounting to be arranged as promptly as possible. Owners’ expenses incurred by charterers to
be reimbursed by Owners within 10 (ten) days of receipt of vouchers.



Furthermore, Charterers have right to deduct estimated Owners’ disbursement from
hire payment but maximum U.S. $1,000 (One Thousand Dollars) per voyage which shall be settled
within 2 (two) months after completion of each voyage against actual vouchers.





- 10 -









 











Clause 38 — Appointments of Stevedore(s), Damages and Injuries :





A. Appointments of Stevedore(s)



At loading and discharging ports, Stevedores to be selected by Shippers’ / Charterers’
/ Receivers’ but to be employed by Charterers. Loading and discharging to be under the
supervision, direction of the Master, provided all cargo claims to be settled in accordance
with the NYPE Interclub Agreement which shall be dealt with as if Clause 8 and Clause 38 had
not been amended.




B. Stevedore Damage



Notwithstanding anything contained herein to the contrary, Charterers are to pay for any and
all damages to the vessel caused by stevedores provided the Master has notified the Charterers
and/or their Agents in writing as soon as practical but not later than 48 (forty-eight) hours
after any damage is discovered. Such notice to specify the damage in detail and to invite
Charterers to appoint surveyor to assess the extent of such damage.





	(a)	 	Any and all damage(s) affecting the vessel’s seaworthiness and/or class and/or
the safety of the crew and/or affecting the trading capabilities of the vessel, are
to be repaired immediately by Charterers and the vessel is to remain on hire
until such repairs are completed and if required passed by vessel’s
classification society.
	 
	(b)	 	Any and all damage(s) not affecting the vessel’s seaworthiness or class or the
safety of the crew or the trading capabilities of the vessel, are to be repaired at
Charterers’ option, before or after redelivery concurrently with Owners’ work.
In such case no hire and/or expenses will be paid to Owners except insofar as
the time and/or expenses required for the repairs for which Charterers are
responsible exceeds the time and/or expenses necessary to carry out Owners’
work.





C. Cargo Damage



NYPE Inter-Club Agreement.



Liability for cargo claims as between Owners and Charterers shall be apportioned as
specified in the Inter-Club New York produce Exchange Agreement 1996 and subsequent amendments
if any (the “Inter-Club Agreement”).




D. Personal Injuries



Notwithstanding anything in the Charter to the contrary, it is expressly agreed that the Owners
remain responsible for all personal injury arising from their act neglect and
the Owners guarantee to maintain such P. & I. cover for the duration of this Charter.





- 11 -









 










Clause
39 — Insurance (Premium) :





	a)	 	Vessel has a valid P. & I. Club insurance with a full member of the International
Group of P. & I. Clubs and a collision insurance and a hull and machinery
insurance and a valid basic war risk insurance for the currency of this Charter.
	 
	b)	 	The vessel is entered for war risk insurance with Hellenic Mutual War Risks
Association (Bermuda) or with any other first class war risk insurer, the basic
annual premium being for Owners’ account. In the event of the vessel entering
areas which are specified by Hellenic Mutual or with any other first class war risk
insurance, to be additional premium areas, Charterers will be responsible for any
additional premium incurred by Owners to maintain their cover in full, together
with any crew bonus payable.
	 
	c)	 	Charterers to have the benefit of any return insurance premium receivable by the Owners from
their Underwriters (as and when received from Underwriters, but estimated amount deductible
on redelivery) by reason of the vessel being in port qualifying for such returns.
	 
	d)	 	Any additional insurance of vessel levied by reason of vessel’s flag, ownership, crew,
management, class or condition to be borne by Owners. Any additional insurance levied by
reason of vessel’s age to be for Charterers’ account.





Clause
40 — Safety :





	a)	 	Deleted.
	 
	b)	 	It is understood that if necessary, the vessel will comply with any safety
regulations and/or requirements applying during the currency of this Charter in
effect at port of loading and/or discharging, a particular reference is the United
States Department of Labour Safety and Health regulations set forth in part III of the Federal Register. It is agreed that should the vessel not meet safety rules and
regulations applying at the time of fixing and during the currency of the Charter,
Owners will take immediate corrective steps and any stevedore standby time and
any other directly related expenses involved including off-hire to be for Owners’
account.
	 
	c)	 	Safety loading grains / oilseeds (provided they are not included in IMO B.C. Code
Appendix B) / agricultural products — SOLAS.
	 
	 	 	Owners warrant that the vessel is self-trimiming provided loads a full cubic cargo in
each hold, singledeck bulkcarrier allowed to load and safely carry grains / oilseeds
(provided they are not included in IMO B.C. Code Appendix B) / agricultural products in
bulk without shifting boards or other fittings for grain and has on board an approved
trim and stability manual in accordance with the International Grain Code 1991, as
incorporated into Chapter VI, SOLAS 1974.







- 12 -









 










Furthermore, the vessel to have on board an approved table of heeling moments for “filled
holds-ends untrimmed” in accordance with Chapter VI Part A) Regulations 4, as amended SOLAS
1978 / 1981 / 1983. For the carriage of grains / oilseeds (provided they are not included in IMO
B.C. Code Appendix B) / agricultural products in bulk the vessel to have on board throughout
this Charter period valid documents and certificates issued by any recognised Classification society and certificates by National Bureau / Ministry of Transport on the basis of the SOLAS
1974 Regulations.



Any cost / time used for trimming / strapping of grain / agricultural products cargo caused by
vessel’s non-compliance with the above will be for Owners’ account.



Clause
41 — Bill(s) of Lading :





	a)	 	Clean Bill(s) of Lading:





The vessel will only load cargo for which clean Bill(s) of Lading can be issued. Where
the Master takes legitimate exception to any cargo presented for loading, he shall
immediately notify shippers or their agents in order they provide alternative cargo.




	b)	 	The Owners to instruct the Master to authorise Charterers or Charterers’ agent
to issue and sign Bill(s) of Lading on Charterers’ usual form on Owners’ and
Master’s behalf for cargo as presented in conformity with Mate’s and Tally
Clerks’ Receipts. (Please also see Paragraph d) below).
	 
	c)	 	Charterers and/or Agents are hereby authorised Owners / Master to split Bill(s)
of Lading and/or issue ship’s Delivery Orders in negotiable and transferable
form against the collection of the full set of original Bill(s) of Lading as
verified by Owners. Delivery Orders to conform with all terms and conditions
and exceptions of the Bill(s) of Lading. 





Charterers shall have the right to change load port and discharge port instructions or
nominations, notwithstanding any load port or discharge port appearing on the Bill(s) of
Lading. A separate Letter of Indemnity as per Owners’ P. & I. Club’s format to be given
by Charterers to Owners each time.



Charterers will indemnify Owners against claims brought by holders of Bill(s) of Lading,
for wrongful delivery against Owners to the extent that claims arise from Charterers’
orders for a change of destination on the Bill(s) of Lading.




	d)	 	Where vessel loads from elevators, Bill(s) of Lading weight to be identical with elevator
weight.






- 13 -









 











	e)	 	Owners to allow Charterers to discharge / release entire cargoes without
presentation of Original Bill(s) of Lading by providing with a Letter of
Indemnity in accordance with Owners P. and I. Club form and wording before
discharging. Letter of Indemnity to be signed by an authorised Officer of
Charterers only.





Also See Clause 67.




	f)	 	Only when full cargo being carried is Bunge traded cargo, if required, Owners in exchange
for the original Bill(s) of Lading, agree to allow to make lawful amendments / additions to
the Charter and/or Bill(s) of Lading and/or issue new Bill(s) of Lading and/or related
documents against a reasonable Letter of Indemnity in a reasonable form acceptable to Owners
for amendments / additions required by Letter of Credit or terms demanded by Receivers and the
destruction of all original Bill(s) of Lading originally issued.
	 
	g)	 	Charterers warrant that each transport document accompanying a shipment of cargo to or from a
port or place in the U.S.A. shall be endorsed with a unique Bill(s) of Lading identifier, as
required by the U.S. Customs Regulations (19 CRF Part 4, Section 4.7A) including subsequent
changes, amendments or modifications thereto, not later than first port of call.





Non-compliance with the provisions of this Clause shall amount to a breach of
warranty for the consequences of which the Charterers shall be liable and shall hold the
Owners harmless and shall keep them indemnified against all claims whatsoever which may
arise and be made against them. All time lost and all expenses incurred including fines as
a result of the Charterers’ breach of the provisions of this Clause shall be for
Charterers’ account.




	h)	 	This Charter (unless specifically amended) includes the following clauses
which are to be (amongst others including the Arbitration Clause), incorporated into the
Bill(s) of Lading presented under this Charter.






	 	—	 	Conwartime 1993 Clause
	 
	 	—	 	New Both to Blame Collision Clause
	 
	 	—	 	General Average and New Jason Clause
	 
	 	—	 	U.S.A. and/or Canadian and/or General Paramount Clause






	i)	 	No through Bill(s) of Lading under this Charter Party.





CONWARTIME 1993 CLAUSE




	(1)	 	For the purpose of this Clause, the words:






	 	(a)	 	“Owners” shall include the shipowners, bareboat charterers, disponent
owners, managers or other operators who are charged with the management of the
Vessel, and the Master; and






- 14 -









 















	 	(b)	 	“War Risks” shall include any war (whether actual or threatened), act of
war, civil war, hostilities, revolution, rebellion, civil commotion, warlike
operations, the laying of mines (whether actual or reported), acts of piracy,
acts of terrorists, acts of hostility or malicious damage, blockades (whether
imposed against all vessels or imposed selectively against vessels of certain
flags or ownership, or against certain cargoes or crews or otherwise
howsoever), by any person, body, terrorist or political group, or the
Government of any state whatsoever, which, in the reasonable judgement of the
Master and/or the Owners, may be dangerous or are likely to be or to become
dangerous to the Vessel, her cargo, crew or other persons on board the
Vessel.






	(2)	 	The Vessel, unless the written consent of the Owners be first obtained, shall
not be ordered to or required to continue to or through, any port, place, area or zone
(whether of land or sea); or any waterway or canal, where it appears that the Vessel, her
cargo, crew or other persons on board the Vessel, in the reasonable judgement of the
Master and/or the Owners, may be, or are likely to be, exposed to War Risks. Should the
Vessel be within any such place as aforesaid, which only become dangerous, or is likely to
be or to become dangerous, after her entry into it, she shall be at liberty to leave it.
	 
	(3)	 	The Vessel shall not be required to load contraband cargo, or to pass through
any blockade, whether such blockade be imposed on all vessels, or is imposed
selectively in any way whatsoever against vessel of certain flags or ownership,
or against certain cargoes or crews or otherwise howsoever, or to proceed to
an area where she shall be subject, or is likely to be subject to a belligerent
right of search and/or confiscation.






	(4)	(a)	 	The Owners may effect war risks insurance in respect of Hull and
Machinery of the Vessel and their other interests (including, but not
limited to, loss of earnings and detention, the crew and their Protection
and Indemnity Risks), and the premiums and/or calls thereof shall be
for their account.






	 	(b)	 	If the Underwriters of such insurance should require payment of
premiums and/or calls because, pursuant to the Charterers’ orders, the Vessel
is within, or is due to enter and remain within, any area or areas which are
specified by such Underwriters as being subject to additional premiums because
of War Risks, then such premiums and/or calls shall be reimbursed by the
Charterers to the Owners at the same time as the next payment of hire is due.






	(5)	 	If the Owners become liable under the terms of employment to pay to the crew
any bonus or additional wages in respect of sailing into an area which is
dangerous in the manner defined by the said terms, then such bonus or
additional wages shall be reimbursed to the Owners by the Charterers at the
same time as the next payment of hire is due.







- 15 -









 














	(6)	 	The Vessel shall have liberty:-






	 	(a)	 	to comply with all orders, directions, recommendations or advice
as to
departure, arrival, routes, sailing in convoy, ports of call, stoppages,
destinations, discharge of cargo, delivery, or in any other way
whatsoever, which are given by the Government of the Nation under
whose flag the Vessel sails, or other Government to whose laws the
Owners are subject, or any other Government, body or group
whatsoever acting with the power to compel compliance with their
orders or directions;
	 
	 	(b)	 	to comply with the order, directions or recommendations of any
war
risk underwriters who have the authority to give the same under the
terms of the war risk insurance;
	 
	 	(c)	 	to comply with the terms of any resolution of the Security Council of
the United Nations, any directives of the European Community, the
effective orders of any other Supernational body which has the right to
issue and give the same, and with national laws aimed at enforcing the
same to which the Owners are subject, and to obey the orders and
directions of those who are charged with their enforcement;
	 
	 	(d)	 	to divert and discharge at any other port any cargo or part
thereof
which may render the Vessel liable to confiscation as a contraband
carrier;
	 
	 	(e)	 	to divert and call at any other port to change the crew or any
part
thereof or other persons on board the Vessel when there is reason to
believe that they may be subject to internment, imprisonment or other
sanctions.






	(7)	 	If in accordance with their rights under the foregoing provisions of this Clause,
the Owners shall refuse to proceed to the loading or discharging ports, or any
one or more of them, they shall immediately inform the Charterers. No cargo
shall be discharged at any alternative port without first giving the Charterers
notice of the Owners’ intention to do so and requesting them to nominate a
safe port for such discharge. Failing such nomination by the Charterer within
48 hours of the receipt of such notice and request, the Owners may discharge
the cargo at any safe port of their own choice.
	 
	(8)	 	If in compliance with any of the provisions of sub-clauses (2) to (7) of this
Clause anything is done or not done, such shall not be deemed a deviation, but
shall be considered as due fulfilment of this Charter Party.





- 16 -









 










NEW BOTH TO BLAME COLLISION CLAUSE



If the liability for any collision in which the vessel is involved while
performing this Contract, to be determined in accordance with the laws of the United States of
America, the following Clause shall apply:



“If
the ship comes into collision with another ship as a result of the negligence of the other
ship and any act, neglect or default of the Master, Mariner, Pilot or the Servants of the
Carriers in the navigation or in the management of the ship, the Owners of the goods carried
hereunder will indemnify the carrier against all loss or liability to the other or non-carrying
ship or her Owners in so far as such loss or liability represents loss of or damage to or any
claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying
ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other
or non-carrying ship or her Owners as part of their claim against the carrying ship or carrier.



The foregoing provisions shall also apply where the Owners, operators or those in charge of any
ship or ships or objects other than, or in addition to, the colliding ships or objects are at
fault in respect to a collision or contract.”



and the Charterers shall procure that all Bills of Lading issued under this Charter Party
shall contain the same clause.




GENERAL AVERAGE AND THE NEW JASON CLAUSE



General Average shall be adjusted according to the York / Antwerp Rules, 1994, but where the
adjustment is made in accordance with the law and practice of the Unites States of America, the
following clause shall apply:



“In the event of accident, danger, damage or disaster before or after the commencement of the
voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for
the consequence of which, the carrier is not responsible, by statute, contract or otherwise, the
goods, shippers, consignees or owners of the goods shall contribute with the carrier in general
average to the payment of any sacrifices, losses or expenses of a
general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.



If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if
the said salving ship or ships belonged to strangers. Such deposit as the carrier or his
agents may deem sufficient to cover the estimated contribution of the goods and any salvage and
special charges thereon shall, if required, be made by the goods, shippers, consignees or owners
of the goods to the carrier before delivery.”



and the Charterers shall procure that all Bills of Lading issued under this Charter Party shall
contain the same clause.




- 17 -









 









USA AND/OR CANADIAN AND/OR GENERAL PARAMOUNT CLAUSES




General Clause Paramount (delete if inapplicable / to apply unless deleted)



This Bill of Lading shall have effect subject to the provisions of the Carriage of goods
by Sea Act of the United States, approved April 16, 1936, except that if this Bill of
Lading is issued at a place where any other Act, ordinance or legislation gives stautory
effect to the International Convention for the Unification of Certain Rules relating to
Bills of Lading at Brussels, August 1924, then this Bills of Lading shall have effect
subject to the provisions of such Act, ordinance of legislation.



The applicable Act, ordinance or legislation (hereinafter called the “Act”) shall
be deemed to be incorporated herein and nothing herein contained shall be deemed a
surrender by the Carrier of any of its rights or immunities or an increase of any of its
responsibilities of liabilities under said Act. If any term of this Bill of Lading be
repugnant to said Act to any extent, such terms shall be void to the extent but no
further.



U.S.A. Clause Paramount (delete if inapplicable / to only apply for calls in U.S.A.)



This Bill of Lading shall have effect subject to the provisions of the Carriage of
Goods by Sea Act of the United states approved April 16,1936 which shall be deemed to be
incorporated herein, and nothing herein contained shall be deemed a surrender by the
carrier of any of its rights or immunities or an increase of any of its responsibilities or
liabilities under said Act. If any term of this Bill of Lading be repugnant to said Act to
any extent, such term shall be void to that extent, but no further.



Canadian
Clause Paramount (delete if inapplicable / to only apply for calls in Canada)



This
Bill of Lading, so far as it relates to the carriage of goods by water, shall
have effect, subject to the provisions of the Water Carriage of Goods Act 1936, enacted
by the Parliament of the Dominion of Canada, which shall be deemed to be incorporated
herein and nothing herein contained shall be deemed a surrender by the carrier of any of
its rights or immunities or an increase of any of its responsibilities or liabilities
under the said Act. If any term of this Bill of Lading be repugnant to said Act to any
extent, such terms shall be void to that extent, but no further.



Clause 42 — Suez and Panama Canal Transit :



Charterers right to sail vessel via Suez / Panama. Vessel to provide a valid Suez Canal
tonnage Measurements Certificate. All otter necessary documents, if required, to be
valid at any time.




- 18 -









 









Owners warrant that the vessel can pass Panama Canal with maximum tropical fresh water draft,
in accordance with Gatun Lake water level and that all necessary documents are on board and
valid applications required by Panama Canal authorities have been
sent in order to permit
canal transit without delay.




Clause 43 — Dry-dock Clause:



Owners are allowed to drydock vessel to meet Class and performance requirements. Owners to
give Charterers 4 (four) months notice of their intention to drydock vessel, except in case of
emergency.




Clause
44 — Change of Registry / Flag:



The vessel, unless the express written consent of the Charterers be first obtained
cannot change the registry / flag.



U.S.A. Flag not permitted.




Clause 45 — Arrest, Requisition, Seizure:





	a)	 	Arrest Clause:





Should the vessel be arrested during the currency of this Charter at the suit of any
person having or purporting to have a claim against or any interest in the vessel,
hire under this Charter shall not be payable. Any direct consequential expenses
related to the vessel shall be for Owners’ account unless such arrest is due to the
default of Charterers or their agents. Any and all claims, losses, damages, liabilities,
cost (including legal fees), fines and any and all direct consequential losses
resulting from an arrest to be for Owners’ / vessel’s account.




	b)	 	Requisition Clause :





Should the vessel be requisitioned by any government or governmental authority during the
period of this Charter, the vessel shall be off-hire during the period of such requisition
and any hire or other compensation paid in respect of such requisition shall be for Owners’
account. If the vessel is requisitioned for a continuous period exceeding 1 (one) month then
Charterers to have the option of cancelling the Charter, provided no cargo on board.




	c)	 	Seizure/Detention due Ownership and/or Flag and/or Registry:





Should the vessel be seized or detained or embargoed due to her flag, registry or ownership
during the currency of this Charter, the vessel is off-hire immediately from the time of
her seizure or detention or embargo. Any and all claims, losses, damages, liabilities, cost
(including legal fees), fines and any and all direct consequences losses arising therefrom
to be for Owners’/vessel’s account until the time she resumes full service, unless seizure
or detention or embargo is occasioned by any personal act or omission or default of the
Charterers or their Agents.




- 19 -









 












Clause 46 — Eligibility :





	a)	 	It is a condition of this Charter that vessel is not and will not be during the currency of
this Charter in any way directly or indirectly owned, controlled by or related to any Cuban, North
Korean or Iraqi interests. If the goods are to be loaded in or destined to the United States, then
(1) Iran, Libya and Sudan, Yugoslavia including Montenegro shall be added to this list, and (2) Owners guarantees that the vessel has not called at a Cuban port within 180 days of the vessel’s
estimated arrival at a U.S. port.
	 
	b)	 	Without prejudice to the paragraphs above, in the event the country under whose flag or
ownership the vessel sails becomes subject to economic sanctions which are imposed or
supported by the United Nations and/or the European Union and/or the United States of
America, Charterers shall have the option to cancel this Charter without penalty to either
party, provided no cargo on board.




Clause 47 — Conduct Master :



The provision of Clause No. 9 does not affect the Charterers’ right to advance any claim or require
arbitration under Clause Nos. 17/69 of any dispute regarding the conduct of the Master in
prosecution of the voyages and in carrying out the orders and directions of the Charterers.



Clause 48 — Availability of Crew :



At loading and discharging port(s) if any time is lost by the vessel for reason of not all the crew
being on board or for crew’s strike, the vessel shall be off-hire during such time and any / all
claims, liabilities, damages, cost (including legal fees), fines and any and all direct
consequences to be for vessel’s/Owners’ account.



Clause 49 — War Clauses :



a) In the event of outbreak of war between any of the following countries:



United States of America, the country of vessel’s flag, Commonwealth of Independent States,
People’s Republic of China, United Kingdom, Japan, France, Germany, Greece and Cyprus, Charterers
and Owners have the option of cancelling this Charter, provided no cargo on board. It is understood
that war means direct war between these nations and does not include
local hostilities or civil war
where any of the above countries support opposing sides.



b) Deleted.




- 20 -









 














			
	Clause 50 —	 	Asian Gypsy Moth Clause : 
(Lymantra Dispar and Lymantra Monacha)




At the time of fixing Owners warrant vessel meets all Agriculture Canada Plant Protection Division
and U.S. D.A. Plant Protection and Quarantine Office Regulations. Furthermore, Owners guarantee
the vessel is free of any Asian Gypsy Moth eggs or larvae or any form of Asian Gypsy Moth life.



Clause 51 — Vessel’s Gear and Equipment :



Deleted.



Clause 52 — I.T.F. Clause :



It is a condition of this Charter that the vessel’s crew are and will be during the period of this
Charter, employed under a bone fide union agreement the standards of which are acceptable to the
I.T.F. If the vessel is delayed due to any labour related action by Unions, Owners will take
whatever action is necessary to remedy the situation immediately and irrespective of cost.



Without prejudice to Charterers other rights under this Charter any and all claims, losses,
damages, liabilities, cost (including legal fees), fines and any and all direct consequential
losses to be for Owners’ account.



In the event vessel is delayed more than 25 (twenty-five) days due to crew dispute, Charterers have
the option to cancel the Charter Party.



Clause 53 — Taxes / Dues :



All taxes on cargo or voyage freight to be for Charterers’ account, except income taxes and taxes
on time charter hire levied in the country of the vessel and/or her Owners’ domicile. All dues,
duties, charges and/or taxes on crew and/or stores to be for Owners’ account.



Clause 54 — Lightening / Double Banking Clause :



It is agreed that the vessel may be lightened or partly or fully discharged into lightening
vessel(s) / craft(s) / barge(s) at any safe anchorage or safe berth as ordered by Charterers or
Port Authority where such operation is customarily carried out at the port.



Charterers, who shall supply fenders/mooring lines as required by the Master, to be liable for all
damages which vessel may sustain during the approach, securing, lying alongside, unsecuring or
departure of the other vessel(s) / craft(s) / barge(s) and to be dealt with as per Stevedore Damage
Clause. Master shall at all times give full co-operation to Charterers and/or their Agents to
expedite discharge and shall take all steps to protect their vessels and any other vessel(s) /
craft(s) / barge(s) from sustaining damage, meanwhile Charterers to take normal customary
precautions for such operation.




- 21 -









 












The Master may, if he considers it at any time unsafe, either order the other vessel(s) /
craft(s) / barge(s) away from his vessel and such 
vessel(s) / craft(s) / barge(s) must obey
such orders or he may remove his own vessel from alongside.



Any extra insurance to be for Charterers account.



Clause
55 — Mobile Crane Clause :



Charterers at liberty to place mobile cranes on deck to facilitate discharge, all costs, time
and risk to be for Charterers’ account and sufficient dunnage (if required by class or Master) to
be placed underneath the cranes to spread the weight, which in any case not to exceed permissible
deck strength. Should any cutting or welding or re-inforcement to be necessary on railings or deck
fittings, to accommodate the placement of such cranes on deck then risk, expenses and time of such
works to be for Charterers’ account. Charterers will be fully responsible for any and all damages,
time, expenses and costs (including, but not limited to, the affected area of all burnt paint on
deck and underneath normal wear and tear excepted) and that alt works to be carried out under
Master’s / Officers supervision and to Classification Societies and Master’s satisfaction. Cutting
and welding of hatchcovers is strictly prohibited.



Clause
56 — Fumigation Clause :



Charterers shall have the right to fumigate holds and/or cargo at their expense and time.



The vessel must be in all respects agreeable to fumigation with aluminium phosphide fumigant en
route to discharging port(s) using procedures specified in U.S. Federal Grain Inspection Service
fumigation handbook dated September 28, 1997 or any other local fumigation customarily for grains.
This includes the re-circulation method of fumigation, which requires installation of blowers and
tubing system along perimeters of vessel’s holds.



Installation of blowers and tubing system to be at Charterers’ expense and time lost thereby
to be for Charterers’ account.



Master / Owners are not to clause Bill(s) of Lading by reason of such fumigation.



If crew by instruction from local authorities is to be removed from the vessel either at loading or
discharging port(s) by reason of fumigation, any reasonable expenses incurred therefrom including
transfer of crew, meals and lodging ashore and all time lost due to fumigation to be for
Charterers’ account.



Clause
57 — Deratization :



Owners to provide valid deratization certificate on vessel’s delivery. The cost of renewal of
deratization certificate and detention thereof, if any, shall be for Owners’ account.




- 22 -









 












Clause
58 — Representation Express :



Representation costs such as meals, victualling, accommodation, radio messages, telephone
calls and Master’s representation expenses to be for Charterers’ account who will pay a monthly
lumpsum of U.S. $1,250 (One Thousand Two Hundred and Fifty Dollars) per month or pro rata covering
same.



Clause
59 — Deviation / Put Back / Drydock :



Should the vessel put back whilst on voyage by reason of an accident or breakdown or in the
event of loss of time either in port or at sea or deviation upon the course of the voyage for
Owners’ matters, or caused by sickness or accident to the crew or any person on board the vessel or by
reason of the refusal of the Master or crew to perform duties, the hire shall be suspended from the
time of such event, until the vessel is again at Charterers’ full use and disposition at a point
equidistant to the vessel’s next destination and voyage resumed therefrom provided always that due
allowance shall be given for any distance made good towards the vessel’s destination and any bunker
saved. All direct expenses incurred including bunkers consumed during the period for suspended hire
shall be for Owners’ account.



However, should the vessel be driven into port or anchorage by stress or weather or by any cause
for which the Charterers are responsible under this Charter Party, the vessel shall remain on hire
and all costs thereby incurred shall be for the Charterers’ account.



Clause
60 — Stowaways and Smuggling :





	a)	 	Any delays, expenses, damages, losses, fines, direct consequences arising on account of
stowaways to be for Owners’ account.
	 
	b)	 	Any delays, expenses, damages, losses, fines, direct consequences arising on account of
smuggling to be for vessel’s / Owners’ account, provided same directly related to Owners /
vessel.





Clause
61 — Quarantine and Health :





	a)	 	Normal quarantine time and expenses for entering ports shall be for Charterers’ account.
	 
	b)	 	Charterers not to trade the vessel in infected areas which could result in a possible
quarantine at the next port of call. Any loss of time through detention by customs or other
authorities caused by smuggling or their infraction of local law on the part of the Master or
any crew for Owners’ account.
	 
	c)	 	The Owners shall arrange at their expense that Master, Officers and Crew of vessel hold valid
vaccination certificate against yellow fever, smallpox, cholera or other necessary health
certificate during the Charter.




Clause
62 — Lay-Up :



Deleted.




- 23 -









 













Clause
63 — Deck Cargo :



Charterers have no option to load cargo on deck.



Clause
64 — Deduction Clause :



Without prejudice to Charterers’ other rights under this Charter, it is expressly agreed
that the Charterers have the liberty to deduct from hire any cash advance, off hires, or
other costs paid by Charterers on behalf of the Owners for which Owners are liable as
well as other costs arising from vessel / Owners failure on warranties under this
Charter Party, provided that the aforementioned are undisputed amounts. Other deductions
such as reasonable speed claim to be settled in normal manner once duly substantiated.



Clause
65 — Time Bar for Claims :



Deleted.



Clause
66 — Australian Port Call Clause :



If the vessel proceeds to Australian ports, Owners guarantee that the vessel and her equipment
comply with current Australian Navigation Regulations and without prejudice to Charterers’ other
rights Owners to indemnify Charterers for any consequences arising from partial or full
non-compliance with this stipulation.



Owners guarantee that the vessel fitted with valid Australian Hold and Pilot Ladders in accordance
with WWF requirements or any amendments thereto, and will remain so throughout the currency of this
Charter.



The Owners hereby confirm that the Owners duly acknowledge the voluntary guidelines for
controls of the discharging or ballast water and sediments for entering Australia from overseas
stipulated by Australian quarantine and inspection service.



Clause
67 — L.O.I. Return Clause :



The Letter of Indemnity(ies) will automatically expire three years after its issue or upon return
to, and receipt by Owners, of the full set (3 out of 3) original Bills of Lading whatever earlier
unless proceedings have already commenced against the Owners in the meantime.



Clause
68 — Early Termination of Charter :



Without prejudice to Charterers’ other rights under this Charter which may entitle Charterers to
terminate this Charter, the following is to apply:



If the vessel is placed off-hire more than 20 (twenty) days per annum excluding class drydocking time,
Charterers have the option to cancel the balance period of this charter without penalty whatsoever,
provided no cargo on board.




- 24 -









 












Clause
69 — Arbitration :





	a)	 	This contract is governed by and construed in accordance with English Law.
	 
	b)	 	All disputes arising out of or relating to this contract where the total amount claimed
(excluding interest and costs) by either party does not exceed U.S. $50,000 (Fifty Thousand
Dollars) shall be referred to arbitration in London and that reference shall be in accordance
with the Small Claims Procedure of the London Maritime Arbitrator’s Association.
	 
	c)	 	All other disputes, failing amicable settlement, are to be referred to mediation (without
prejudice to either party’s right to obtain urgent judicial relief) under the model mediation
procedure of CEDR (Centre for Dispute Resolution, London). The parties hereby agree that
CEDR, on request of either party, is to appoint an appropriate mediator.
	 
	d)	 	In the event that mediation does not lead to a mutually signed settlement agreement within 35
(thirty-five) days after the appointment by CEDR of a mediator, any dispute shall, unless the
parties agree forthwith on a single arbitrator, be referred to the final arbitrament of two
arbitrators carrying on business in London who shall be engaged in shipping or grain trades,
one to be appointed by each of the parties, with the power to such arbitrators to appoint an umpire. The parties are at liberty at any stage to appoint an arbitrator so as to preserve
time only (and give notice of such appointment notwithstanding ongoing CEDR mediation).




Clause 70 :



Deleted.



Clause
71 — Bunker Quantity Control Clause :





	1)	 	The Charterers shall supply bunkers of a quality suitable for burning in the vessel’s
engines and auxiliaries and which confirm to the specifications mutually agreed under this
Charter Party.
	 
	2)	 	At the time of delivery of the vessel the Owners shall place at the disposal of the
Charterers, the bunker delivery note(s) and any samples relating to the fuels existing on
board, if available.
	 
	3)	 	During the currency of the Charter the Charterers shall ensure that bunker delivery notes are
presented to the vessel on the delivery of

 fuel(s) and that during bunkering representative
samples of the
fuel(s) supplied shall be taken at the vessel’s bunker manifold and sealed in
the presence of competent representatives of the Charterers and the vessel.
	 
	4)	 	The fuel samples shall be retained by the vessel for 90 (ninety) days after the date of
delivery or for whatever period necessary in the case of a prior dispute and any dispute as to
whether the bunker fuels confirm to the agreed specification(s) shall be settled by analysis
of the sample(s) by mutually agreed fuels analyst whose findings shall be conclusive evidence
as to conformity or otherwise with the bunker fuels specification(s).
	 
	5)	 	No mixing of fuel stems unless by Owner’s prior consent.





- 25 -









 















Clause 72 — Hamburg Rules Charter Party Clause :



Neither the Charterers nor their agents shall permit the issue of any Bill of Lading,
waybill or other document evidencing a contract of carriage (whether or not signed on
behalf of the Owners or on the Charterers’ behalf or on behalf of any sub-Charterers)
incorporating, where not compulsorily applicable, the Hamburg Rules or any other
legislation giving effect to the Hamburg Rules or any other legislation imposing
liabilities in excess of Hague or Hague / Visby Rules. Charterers shall indemnify the
Owners against any liability, loss or damage which may result from any breach of the
foregoing provisions of this clause.



Clause 73 — Bulk Carrier Safety Clause :





	a)	 	The Charterers shall instruct the terminal operations or their representatives to co-operate
with the Master in completing the IMO ship/shore safety checklist and shall arrange all cargo
operations strictly in accordance with the guidelines set out therein.
	 
	b)	 	In addition to the above and notwithstanding any provision in this Charter Party in respect
of the loading / discharging rates, the Charterers shall instruct the terminal operators to
load / discharge the vessel in accordance with the loading / discharging plan which shall be
approved by the Master with due regard to the vessel’s draught, trim, stability, stress or any
other factor which may affect the safety of the vessel.
	 
	c)	 	At any time during cargo operations the Master may, if he deems it is necessary for reasons
of safety of the vessel, instruct the terminal operators or their representative to slow down
or stop the loading or discharging.




Clause 74 :



Owners to fill in Charterers’ Questionnaire which to be included in current Charter Party (to
be advised).



Clause 75



Negotiations and fixture to be in accordance with English Law. Arbitration in London and
English Law to apply.



Fixture to be kept strictly private and confidential.



Clause 76:



Master / Owners always to give their best co-operation throughout this Charter Party to the
Charterers.




- 26 -









 












Clause 77 :



Deleted.



Clause 78 :



Owners warrant the vessel has not traded Israel and is not blacklisted by Arab Countries.
Owners confirm vessel has never traded Russian Far East and at the time of fixing is free from
Asian Gypsy Moths.



Clause 79 :



Deleted.



Clause 80 :



Owners guarantee that vessel’s hatchcovers are to be watertight all throughout this
Charter Party period and if any hatchcover found defective, same to be rectified at
Owners time and expense to Charterers’ satisfaction.



Clause 81 :



Deleted.



Clause 82 — Security Clause :



For trading of the U.S., armed guards if required on the vessel owing to nationality of vessel /
crew to be for Owners account.



Clause 83 — Sea Waybill(s) of Lading :



For discharging only in Japan and in full compliance with the Hague-Visby Rules, Charterers’
option to use Sea Waybill for this voyage in lieu of Bill of Lading. In the event Sea Waybill is
used, the cargo to be released / discharge per Charterers’ instructions and Charterers will not be
required to issue a Letter of Indemnity or present original Sea Waybill to Owners / Master.



Charterers hereby indemnify Owners and hold them harmless in respect of any liability, loss,
damage, expense by reason of the cargo being so delivered by Sea Waybill.



Any Sea
Waybill issued should incorporate a Clause Paramount providing Hague
/ Hague – Visby Rules to be applicable to the Sea Waybill and also incorporate CMI Uniform Rules
for Sea Waybill.




- 27 -









 













Clause 84 :



Deleted.



Clause 85 — Bimco ISPS Clause for Time Charter Parties :





	(a)	 	(i) From the date of coming into force of the International Code for the Security of Ships
and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in
relation to the Vessel and thereafter during the currency of this Charter Party, the Owners
shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) shall
comply with the requirements of the ISPS Code relating to the Vessel and “the Company”. Upon
request the Owners shall provide a copy of the relevant International Ship Security
Certificate (or the Interim International Ship Security Certificate) to the Charterers. The
Owners shall provide the Charterers with the full style contact details of the Company
Security Officer (CSO).
	 
	 	 	(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay,
excluding consequential loss, caused by failure on the part of the Owners or “the Company” to
comply with the requirements of the ISPS Code or this Clause shall be for the Owners
account.
	 
	(b)	 	(i) The Charterers shall provide the CSO and the Ship Security Officer (SSO) / Master with
their full style contact details and, where sub-letting is permitted under the terms of this
Charter Party, shall ensure that the contact details of all sub-charterers are likewise
provided to the CSO and the SSO / Master. Furthermore, the Charterers shall ensure that all
sub-charter parties they enter into during the period of this Charter Party contain the
following provision :
	 
	 	 	“The Charterers shall provide the Owners with their full style contact details and,
where sub-letting is permitted under the terms of the charter party, shall ensure that the
contract details of all sub-charterers are likewise provided to the Owners”.
	 
	 	 	(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay,
excluding consequential loss, caused by failure on the  part of the Charterers to
comply with this Clause shall be for the Charterers’ account.





- 28 -









 

















	(c)	 	Notwithstanding anything else contained in this Charter Party all delay, costs or expenses
whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited
to, security guards, launch services, tug escorts, port security fees or taxes and inspections,
shall be for the Charterers’ account, unless such costs or expenses result solely from the
Owners negligence. All measures required by the Owners to comply with the Ship Security Plan
shall be for the Owners account.
	 
	(d)	 	If either party makes any payment which is for the other party’s account according to this
Clause, the other party shall indemnify the paying party.





	 	 	 
	OWNERS :

	 	CHARTERERS :
	 
	/s/

	 	/s/






- 29 -









 






NOVATION AGREEMENT



This Novation Agreement (“Agreement”) is made the 27th day April of 2006 between:





	A.	 	Metrostar Management Corporation of 35 Panepistimiou str., Athens, Greece for and on behalf
of themselves and the Owners of the vessels listed in Appendix A hereto (hereafter the
“Sellers”)
	 
	B.	 	Quintana Maritime Limited of Marshall Islands (hereafter the “Buyers”)
	 
	C.	 	Bunge S.A. of Geneva (hereafter the “Charterers”)
	 
	A.	 	Whereas, the Sellers entered into a Charterparty with the Charterers on the terms of a
charterparty, together with addenda 1 and 2 thereto, dated
              attached as Appendix B (hereafter
together referred to as the “Charter Agreement”);
	 
	B.	 	Whereas the Charter Agreement covers the 17 vessels set out in Appendix C hereto;
	 
	C.	 	Whereas the parties are desirous of transferring the Sellers’ obligations and liabilities
under the Charter Agreement from the Sellers to the Buyers in respect of all vessels;




IT IS NOW THEREFORE AGREED AS FOLLOWS:





	 	1.	 	From the date of this Agreement (“the Effective Date”), the Buyers confirm that they are in a
position and agree to perform fully all the obligations of the Sellers under the Charter
Agreement and the Buyers agree to be bound by all the terms and conditions of the Charter
Agreement.
	 
	 	2.	 	The Charterers release the Sellers and its affiliates from any liability for future
performance of the Charter Agreement from the Effective Date.
	 
	 	3.	 	The Charterers recognise the Buyers as the new contracting party to the Charter Agreement to
replace the Sellers from the Effective Date and agree with the Buyers to perform the Charter
Agreement in every respect from the Effective Date.
	 
	 	4.	 	The parties agree that the Sellers shall remain responsible to the Charterers for
liabilities, if any, arising out of the performance by the Sellers of the Charter Agreement
prior to the Effective Date, and the Buyers shall have no liability to the Charterers in
respect of such liabilities arising prior to the Effective Date.
	 
	 	5.	 	The Charterers remain responsible to the Sellers for all obligations under the Charter
Agreement arising prior to the Effective Date.




 









 






	 	6.	 	The Charter Agreement shall remain in full force and effect except as modified by this
Agreement.
	 
	 	7.	 	This Agreement shall be interpreted, construed and governed by English law and any dispute
hereunder shall be subject to arbitration as provided for in the Charter Agreement.




In witness thereof, the parties have caused this Agreement to be signed by their
duly authorised representatives.




	 	 	 	 	 
	Signed

	 	/s/	 	 
	 	 	On behalf of the Sellers, Metrostar Management Corp.
	 
	 	 	 	 
	By:

	 	 	27/04/06	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Signed:
	 	 	 	 
	 

	 	 	 	 
	 	 	On behalf of the Buyers, Quintana Maritime Limited
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Signed: 

	 	/s/	 	 
	 	 	On behalf of Bunge S.A.,
	 
	 	 	 	 
	By:

	 	 	27/04/2006	 
	Name:

	 	WLIRMSEE	 	 
	Title:

	 	DIRECTOR