Exhibit 4.34


 





 








 





 


 








 


 





 


 


 








 





 


 








 





 


 


 








 





 


 


 


 











 


 


 











 


 


 








 


 





 








 





 


 











 


 











 


 


 








 





 


 


 


 








 





 


 


 


 


 










  


PART II (Continued)







Rider Clauses to BARECON 2001 dated 30th December, 2014 between Monte Carlo One Shipping Company Limited, Majuro, Marshall Islands, as Charterers, and ECO Evolution LLC, Majuro, Marshall Islands as Owners regarding the product tanker "Stenaweco Evolution.


In the event of a conflict between any of the terms and conditions of these Rider Clauses 32 to 61 and any of the terms and conditions of Part II Clauses 1 to 32, the Rider Clauses shall prevail to the extent of such conflict.



	32.	DEFINITIONS





In these Rider Clauses, words and phrases defined in Clause 1 shall have the same meaning when used herein and, unless the context otherwise requires, the following expressions shall have the following meanings:


"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.


"Approved Appraiser" means an appraiser selected by the Owners' Bank from amongst Fearnleys, Clarksons, RS Platou and Arrow or any other person not affiliated with any of the Owners or the Guarantor as well as their respective affiliates and that is a reputable sale and purchase broker engaged in the business of appraising ships that are similar to the Vessel and who is identified by the Owners' Bank and reasonably acceptable to the Owners.


"Approved Flag" means Marshall Islands or another flag of convenience jurisdiction acceptable to the Owners' Bank.


"Approved Managers" means S.A.M. Central Shipping Monaco of Monaco, Central Mare Shipping Inc. of Majuro, Marshall Islands, or any commercial and/or technical managers of the Vessel appointed by the Charterers in accordance with Clause 46 and "Approved Manager" means any one of them.


"Approved Management Agreements" means the agreement(s) for the technical and/or commercial management of the Vessel described in Clause 46.1 and Clause 46.2.


"Bareboat Charter II" means a bareboat charter party between ECO Energy LLC, Majuro, Marshall Islands, as owners and Monte Carlo 71 Shipping Company Limited, Majuro, Marshall Islands, as charterers of the MIT "Stenaweco Energy".


"Base Bareboat Rate" means the rate described in Clause 33.1.


"Call Option" means the Charterers' option to purchase the Vessel described in clause 3 of the Call Option Agreement.


"Call Option Agreement" means an agreement whereby the Owners grant a call option to purchase the Vessel to the Charterers substantially in the same form as Appendix "F".


"Call Option Base Price" means any one of the prices so described in Schedule 1 to the Call Option Agreement.


"Call Option Date" means the date on which the Charterers are required to pay for, and accept delivery of the Vessel from the Owners if it exercises the Call Option.



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"Call Option Price" means the Call Option Base Price as adjusted in terms of Schedule 1 to the Call Option Agreement.


"Charterers' Assignments" means the assignments referred to in Clause 42.


"Charter Guarantee" means the guarantee described in Clause 42.1.2.


"Committed Capital" means USD 28,500,000.


"Committed Capital Reduction Amount" means 81% of the difference between USD 35,000,000 and the Fair Market Value, provided the Fair Market Value is less than USD 35,000,000.


"Committed Capital Reduction Factor" means the percentage (n): [(X) / (Y) x 100] = (n)%.


"Commitment Fee" means 1.25% p.a. calculated on the Committed Capital.


"Consolidated Leverage Ratio" means the ratio of (i) consolidated indebtedness (net of unrestricted cash), calculated in accordance with GAAP, to (ii) the aggregate fair market value of all vessels owned by the Guarantor (directly or through wholly-owned Subsidiaries). For purposes of (ii), fair market value shall be determined by a reputable independent shipbroker on the basis of a charter free sale for prompt delivery for cash at arms length on normal commercial terms as between a willing seller and a willing buyer.


"Delivery Date" means the date on which the Vessel is delivered by the Owners to the Charterers under this Charter.


"Disruption Event" means either or both of:



		(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Charter (or otherwise in order for the transactions contemplated by the Transaction Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties hereto; or






		(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a party preventing that, or any other party:






		(i)	from performing its payment obligations under the Transaction Documents; or






		(ii)	from communicating with the other party in accordance with the terms of the Transaction Documents,





and which (in either such case) is not caused by, and is beyond the control of, the party whose operations are disrupted.


"Earnings" means all monies whatsoever due or to become due to the Charterers at any time arising out of the use or operation of the Vessel including (without prejudice to the generality of the following) any earnings from any charter, all freight, hire and passage monies, compensation payable to the Charterers in the event of requisition of the Vessel for hire, remuneration for salvage and towage services, demurrage and detention monies and damages for breach (or payments for variation or termination) of



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any charter party or any other contract of employment of the Vessel.


"Earnings Account" means an account with account number 10684001 in the name of the Owners and held with DNB Bank ASA, New York, or any other bank as the Owners may require for the purpose of collecting the Vessel's Earnings.


"Encumbrance" means a mortgage, charge, assignment, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.


"Environmental Approvals" means any approval, licence, permit, exemption or authorization required under any applicable Environmental Law.


"Environmental Claim" means -



		(a)	any claim by any governmental, juridical or regulatory authority which arises out of an Environmental Incident or which relates to any Environmental Law; and






		(b)	any claim by any other person which relates to an Environmental Incident;





and "claim" means a claim for damages, compensation or any other payment of any kind; an order or direction to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.


"Environmental Incident" means-



		(a)	any release or potential release of Environmentally Sensitive Material from the Vessel; and






		(b)	any incident in which Environmentally Sensitive Material is released or threatened to be released from a vessel other than the Vessel and which involves a collision between the Vessel and such other vessel or some incident of navigation or operation, in either case, in connection with which the Vessel is actually or potentially liable to be arrested and/or the Vessel and/or the Charterers and/or any operator or manager is at fault or allegedly at fault or otherwise liable to any legal or administrative action; and






		(c)	any other incident in which Environmentally Sensitive Material is released or threatened to be released otherwise than from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where the Charterers and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action.





"Environmental Law" means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.


"Environmentally Sensitive Material" means oil, oil products and any other substance (including any gas) which is (or is capable of being or becoming) polluting, toxic or hazardous.


"Event of Default" means any one or more of the events described in clause 44 below.


"Executive Order" means an executive order issued by the President of the United States of America.


"Fair Market Value" means the value of the Vessel as determined by a valuation from an Approved



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Appraiser, which valuation shall not be older than 30 days on the Delivery Date.


"Fee Letter" means the letter substantially in the form of Appendix "H".


"Financial Indebtedness" means any indebtedness for or in respect of:



		(a)	moneys borrowed and debit balances at banks or other financial institutions;






		(b)	any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);






		(c)	any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;






		(d)	the amount of any liability in respect of any finance or capital lease or any bareboat charter;






		(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);






		(f)	any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);






		(g)	any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;






		(h)	any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the expiry of the Charter Period or are otherwise classified as borrowings under GAAP;






		(i)	any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;






		0)	any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and






		(k)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j).





"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.


"Guarantor" means Top Ships Inc.


"Insurances" means all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, which are effected in respect of the Vessel or



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otherwise in relation to her, excluding monies payable in respect of loss of hire; and all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium, which are from time to time taken out in relation to the Vessel.


"Interest Rate Swap Rate" means 7- year USD LIBOR.


"Managers' Undertakings" means the written undertakings of the Approved Manager(s) in substantially the same form as Appendix "G"-



		(a)	to the Owners, whereby, throughout the Charter Period unless otherwise agreed by the Owners:






		(i)	it will remain the commercial and technical managers of the Vessel;






		(ii)	it will not, without the prior written consent of the Owners, subcontract or delegate the commercial or technical management of the Vessels (as the case may be) to any third party;






		(iii)	all claims of the Approved Managers against the Charterers and/or the Vessel shall be subordinated to the claims of the Owners and the Owners' Bank against the Charterers.






		(b)	to the Owners' Bank, whereby, throughout the Charter Period unless otherwise agreed by the Owners' Bank:






		(i)	it will remain the commercial and technical managers of the Vessel,






		(ii)	it will not, without the prior written consent of the Owners' Bank, subcontract or delegate the commercial or technical management of the Vessels (as the case may be) to any third party;






		(iii)	the interests of the Approved Managers in the Insurances will be assigned to the Owners' Bank with first priority; and






		(iv)	all claims of the Approved Managers against the Owners and/or the Vessel shall be subordinated to the claims of the Owners' Bank against the Owners.





"Material Adverse Effect" means in the reasonable opinion of the Owners a material adverse effect on:



		(a)	the ability of the Charterers and/or the Guarantor to perform their obligations under any Transaction Document; or






		(b)	the validity or enforceability of, or the effectiveness or ranking of any encumbrance granted or purporting to be granted pursuant to any of, the Transaction Documents or the rights or remedies of the Owners under any of the Transaction Documents.





"Original Jurisdiction" means, in relation to the Charterers and/or the Guarantor, the jurisdiction under whose laws either is incorporated as at the date of this Charter.


"Owners' Bank" means CIT Finance LLC of New York, USA or their nominees.


"Permitted Encumbrance" means :



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		(a)	Encumbrances created or permitted by the Transaction Documents or otherwise with the prior written approval of the Owners' Bank;






		(b)	any netting or set-off arrangement entered into by the Charterers and/or the Guarantor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;






		(c)	any liens for masters' and crews' wages up to an aggregate amount at any time not exceeding the aggregate of one month of masters' and crews' wages; and






		(d)	any masters disbursements incurred in the ordinary course of trading and any other liens arising by operation of law or otherwise in the ordinary course of the operation, repair, employment or maintenance of a Vessel, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps);






		(e)	any Encumbrance created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses where the Charterers are actively prosecuting or defending such proceedings or arbitration in good faith; and






		(f)	any Encumbrance arising by operation of law in respect of Taxes in an amount of USD 50,000 or more which are not overdue for payment or in respect of which appropriate reserves have been made.





"Permitted Transaction" means :



		(a)	any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Encumbrance or Quasi-Security given, or other transaction arising, under or permitted by the Transaction Documents; or






		(b)	any transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of any Encumbrance) conducted in the ordinary course owning and trading the Vessels on arm's length terms; or






		(c)	the entering into of the Call Option Agreement.





"Prohibited Person" means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed.


"Relevant Jurisdiction" means, in relation to the Charterers and/or the Guarantor:



		(a)	its Original Jurisdiction;






		(b)	any jurisdiction where any asset subject to or intended to be subject to a Transaction Document to be executed by it is situated;






		(c)	any jurisdiction where it conducts its business; and






		(d)	the jurisdiction whose laws govern the perfection of any of the Transaction Documents entered into by it.





"Sanctions" means any sanctions, embargoes, freezing provisions, regulations, prohibitions or other



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restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):



		(a)	imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America, whether or not the Charterers and/or the Guarantor or any Affiliate is legally bound to comply with the foregoing;






		(b)	under CISADA;






		(c)	in respect of (i) a "national" of any "designated foreign country", within the meaning of the Foreign Assets Control Regulations or the Cuban Asset Control Regulations of the United States Department of the Treasury, 31 C.F.R., Subtitle B, Chapter V, as amended, or (ii) a "specially designated national" listed by OFAC or any regulations or rulings issued thereunder, or






		(d)	otherwise imposed by any law or regulation or Executive Order by which the Owners, the Charterers and/or the Guarantor are bound or, as regards a regulation, compliance with which is reasonable in the ordinary course of business of the Owners, the Charterers and/or the Guarantor, including without limitation laws or regulations or Executive Orders restricting loans to, investments in, or the export of assets to, foreign countries or entities doing business there.





"Security Interest" means any mortgage, pledge, lien, charge, assignment, hypothecation, encumbrance or security interest or any other agreement or arrangement having a similar effect.


"Senior Loan Agreement" means the senior loan agreement between the Owners and Eco Energy LLC as borrowers and the Owners' Bank or banks and CIT Bank as lenders, as amended from time to time, to finance the purchase by the Owners of the Vessel or any other senior loan agreement which the Owners may enter into from time to time to refinance such loan. References to Senior Loan Agreement shall be deemed to include any Encumbrance permitted under the Senior Loan Agreement, and any other agreement or document which may at any time be executed by any person as security for the payment of all or any part of the Owners' indebtedness thereunder.


"Share Pledge" means a pledge by the shareholders of the entire authorised share capital in the Charterer.


"Special Survey Reserve" means the accrued balance of the amounts referred to in Clause 41.1.


"Stena Vessels" means the Vessel together with the M/T Stenaweco Energy.


"Stena Weco" means Stena Weco A/S of Rungsted Kyst, Denmark.


"Stena Weco Time Charter" means the time charter party between the Stena Weco as charterers and the Charterers as Owners dated 17m July, 2014, as amended, varied and/or supplemented from time to time.


"Subsidiary" means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.


"Total Loss" means:



		(a)	an actual, constructive, arranged, agreed or compromised total loss of the Vessel; or






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		(b)	the requisition for title or compulsory acquisition of the Vessel by any government or other competent authority (other than by way of requisition for hire) unless it is within 30 days redelivered to the full control of the Owners or the Charterers; or






		(c)	the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture of a Vessel (not falling within (a) or (b)), unless the Vessel is released and returned to the possession of the Owners or the Charterers within the shorter of (i) 360 days and (ii) the wait period specified in the relevant kidnap and ransom Insurances.





"Time Charter" means any time charter party other than the Stena Weco TC concluded by the Charterers as described in Clause 38.


"Time Charterer" means the time charterer in any Time Charter as described in Clause 38.


"Transaction Documents" means this Charter, the MOA, the Call Option Agreement, the Guarantee, the Charterers' Assignments, the Share Pledge, the Managers' Undertakings, and the Fee Letter.


"Treasury Transactions" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.


"Upfront Fee" means 1% of the Purchase Price of the Vessel (as defined in the MOA).


"X" means the Committed Capital Reduction Amount.


"V" means the Committed Capital.



	33.	CHARTER HIRE RATE






	33.1	The Base Bareboat Rate is USD 8,800 per day and based on -






	33.1.1	an Interest Rate Swap Rate of 2.25%, and






	33.1.2	the Fair Market Value being no less than USD 35,000,000.






	33.2	The charter hire rate referred to in Box 22 shall be the Base Bareboat Rate subject to adjustment as follows:






	33.2.1	The Owners will revise the Base Bareboat Rate upon Delivery in order to reflect the Interest Rate Swap Rate with the cost or the benefit being for the account of the Charterers. The Base Bareboat Rate will be adjusted by USD 45.00 per day up or down for each 10bps change in the Interest Rate Swap Rate;






	33.2.2	To the extent that the Fair Market Value falls below USD 35,000,000, the Base Bareboat Rate shall be reduced by the Committed Capital Reduction Factor;






	33.2.3	The Base Bareboat Rate adjustment shall not result in the Base Bareboat Rate being greater than USD 8,800 per day except in the case of an upward LIBOR adjustment.






	34.	TRADING LIMITS






	34.1	The Vessel shall be employed within British Institute warranty limits (IWL), excluding United






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Nations and/or United States sanctioned or embargo countries, and/or war or warlike zones, as published by the London underwriters joint hull committee from time to time.



	34.2	Should the Charterers wish to call at a port in the excluded countries/areas, as given aforesaid, the Owners and the Charterers shall discuss the conditions for each call which however, shall always be subject to Owners' final approval. Such approval not to be unreasonably withheld.






	34.3	The Vessel shall not trade in any kind of ice or follow ice breakers. U.S. trading always to exclude Alaska.






	34.4	The Charterers to have the option to trade into a war or warlike zone provided insurance coverage is obtainable for such entry and always subject to Owners' approval which not to be unreasonably withheld. Costs for such additional insurance coverage including but not limited to those attributable to closure (i.e. blocking and trapping), loss of hire and crew war bonus to be for Charterers account.






	35.	OWNERS' RIGHT TO SELL THE VESSEL





The Owners during this Charter and at their expense to have the right to sell a part or all of the project or the Vessel and novate this Charter to a third party at any time after Delivery hereunder with the following conditions:



	35.1	That such sale of the Vessel shall by no means affect the continuation of this Charter and the new owner shall comply in full with all terms and conditions of this Charter, and the new owner will be included in/bound by a customary novation agreement.






	35.2	Any new owner always to be approved by Charterers, such approval not to be unreasonably withheld.






	36.	CHARTERERS' COVENANTS AND UNDERTAKINGS






	36.1	The Charterers will for the duration of the Charter Period and, if longer, until such period as the Vessel is redelivered to the Owners in accordance with this Charter:






	36.1.1	comply, with all applicable Environmental Laws in regard of the Vessel and will maintain in force and promptly obtain or renew all Environmental Approvals required to operate its business as from time to time conducted or reasonably anticipated to be conducted;






	36.1.2	notify the Owners and the Owners' Bank forthwith by telefax or e-mail upon:






	36.1.2.1	any Environmental Claim being made against it and/or any operator or the Approved Managers for the time being of the Vessel or otherwise in connection with the Vessel; and






	36.1.2.2	any Environmental Incident occurring;






	36.1.3	keep the Owners and any Mortgagee advised in writing on such regular basis and in such detail(s) as the Owners or any Mortgagee shall require, of its response to any Environmental Claim made in connection with the Vessel or any Environmental Incident:






	36.1.4	indemnify the Owners and any Mortgagee against any loss and/or costs and/or Taxes of whatsoever nature it might incur deriving from an Environmental Claim or an Environmental Incident.






	36.2	The Charterers undertake to the Owners that they will throughout the Charter Period and, if longer,






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until such time as the Vessel is redelivered to Owners in accordance with the provisions of this Charter:



	36.2.1	exercise due diligence to maintain the Vessel, its coatings, machinery and equipment in the condition specified in Appendix "A" and if and whenever the Vessel is not in such condition, exercise due diligence to put the Vessel in to such condition as soon as reasonably practicable. This Clause 36.2.1 shall be without prejudice to Charterers' absolute obligations in relation to the Vessel's return condition at redelivery;






	36.2.2	keep the Vessel, and cause the Vessel to be kept, insured in accordance with the requirements of this Charter and at all times comply with all terms and conditions of such Insurances;






	36.2.3	promptly inform the Owners of any damage to or alteration of the Vessel exceeding the value of United States Dollars five hundred thousand (USD 500,000);






	36.2.4	not cause or permit any ship under its control or ownership (including the Vessel) to proceed to, or remain at, any location to the extent prohibited by or subject to Sanctions;






	36.2.5	not and do not hold a contract or any other obligation, to operate a ship (including the Vessel) contrary to any of the Sanctions; and






	36.2.6	not (i) use or permit the use of a ship (including the Vessel) owned or controlled by it, for or on behalf of any person to transport Iranian oil or petroleum products refined in Iran, (ii) finance such trading and (iii) perform services, including financing services, or supply goods or technology that would benefit the Iranian oil industry.






	36.3	The Charterers undertake throughout the Charter Period and until the Vessel is redelivered to Owners, if later, to comply, or to procure that the Approved Managers of the Vessel complies, with the ISM Code and in particular, without prejudice to the generality of the foregoing, as and when required to do so by the ISM Code and at all times thereafter:






	36.3.1	to hold, or to procure that the Approved Managers of the Vessel holds, a valid Document of Compliance (being a document issued to a vessel operator as evidence of its compliance with the requirements of the ISM Code) duly issued to the Charterers or the Approved Managers (as the case may be) pursuant to the ISM Code and a valid Safety Management Certificate (being a document issued to a vessel as evidence that the Approved Managers and its shipboard management operate in accordance with an approved structured and documented system enabling the personnel of the Vessel's operator to implement effectively the safety and environmental protection policy of that vessel operator) duly issued to the Vessel pursuant to the ISM Code,






	36.3.2	to provide the Owners with copies of any such Document of Compliance and Safety Management Certificate as soon as the same are issued and after every renewal; and






	36.3.3	to keep or to procure that there is kept, on board the Vessel a copy of any such Document of Compliance and the original of any such Safety Management Certificate.






	36.4	The Charterers will comply with all applicable licenses, permits, and franchises issued or granted by any government authority in regard of the Vessel and this Charter and will maintain in force and promptly obtain or renew all such licenses, permits, and franchises required to operate its business as from time to time conducted or reasonably anticipated to be conducted;






	36.5	The Charterers shall deliver to the Owners:






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	36.5.1	forthwith copies of any charter contract concluded for the Vessel and any and all amendments, supplements, side letters and additional agreements whatsoever in relation thereto;






	36.5.2	upon the Owners' request, class certificates for hull and machinery and the Owners and any Mortgagee shall be permitted access to all reports of the Classification Society;






	36.5.3	upon the Owners' request, information as to the employment and operation of the Vessel, Charterers' and each Charter Guarantor's financial status and prospects, details of trade debtors and trade payables and ageing and the Vessel's trading results on an open book basis.






	36.6	The Charterers will maintain in force and promptly required to maintain the Security Interests created by the Transaction Documents and/or any additional Security Interests as the Owners or the Owners Bank may reasonably request;






	36.7	The Charterers shall permit the Owners, at the Charterers' expense, to arrange for the Vessel to be fully surveyed once per year (for which purpose Charterers shall fully cooperate with all reasonable requirements of Owners for carrying out such survey) and the Charterers shall submit the Vessel to all periodical or other surveys which may be required for classification purposes at the Charterers' expense and shall provide the Owners with copies of all survey reports;






	36.8	The Charterers shall permit the Owners (by surveyors or other persons appointed by them for that purpose) to board the Vessel at any time to inspect its condition or to satisfy themselves about proposed or executed repairs and/or to review the Vessel's operating and/or insurance records without interfering with the Vessel's operation and shall afford all proper facilities for such inspections and, to the extent that such inspections are additional to those surveys referred to in Clause 36.7 above, such inspections shall be at the cost of the Owners unless Charterers are found to be in breach of their maintenance obligations under this Agreement, in which event the relevant survey shall be for Charterers' account.






	36.9	The Charterers undertake to the Owners that throughout the Charter Period and until the Vessel is redelivered in accordance with this Charter, if longer, the Charterers will not without the prior written consent of the Owners:






	36.9.1	make any loans or advances to or any investments in any person (including, without limitation, any loan or advance to any officer, director, stockholder, employee or customer of the Charterers) unless necessary for the operation of the Vessel and provided the same are subject and subordinate in regard of their payment and their enforcement to any and all the Owners' rights under or pursuant to this Charter and the Transaction Documents;






	36.9.2	assume, guarantee or endorse or otherwise provide security or become or remain liable in connection with any obligation of any person unless reasonably necessary for the Vessel's undisturbed operation;






	36.9.3	authorize, accept or incur any capital commitments other than under the Transaction Documents;






	36.9.4	make any alterations to the Vessel (Owners' consent not to be unreasonably withheld although it is understood that it shall always be reasonable to withhold consent where alterations would, in the opinion of Owners, limit the Vessel's marketability or diminish its value);






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	36.9.5	create, incur or allow to exist over the Vessel any security interests other than Security Interests created under the Transaction Documents;






	36.9.6	part with physical control or possession of the Vessel;






	36.9.7	permit any change of flag, management or dual-flagging of the Vessel;






	36.9.8	bareboat charter out the Vessel to any third party;






	36.9.9	appoint any technical or commercial managers unless it is an Approved Manager;






	36.9.10	consolidate with or merge into any other corporation or merge any other corporation into the Charterers;






	36.9.11	amend, vary, novate, supplement, supersede, waive or terminate any term of, any of the Transaction Documents or any other document delivered to the Owners and/or the Owners' Bank pursuant to Clause 61






	36.10	The Charterers undertake to the Owners to enter into any agreements, deeds, undertakings and other documents as the Owners may require in connection with any Senior Loan Agreement, or proposed Senior Loan Agreement, including, without limitation, entering in to such direct operating and insurance covenants in relation to the Vessel and security assignments as may be required by the Owners' Bank in relation to such Senior Loan Agreement and to procure that each Charter Guarantor shall acknowledge in such terms as the Owners may require notices of any security assignment entered into pursuant to any Senior Loan Agreement granting Security Interests over the Charter, the Charter Guarantee and/or the Share Pledge.






	36.11	If (a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Charter; (b) any change in the status of the Charterers and/or the Guarantor after the date of this Charter; or (c) a proposed assignment or transfer by the Owners or the Owners' Bank of any of its rights and obligations under the Transaction Documents to a third party, obliges the Owners and/or the Guarantor (or, in the case of (c), any third party) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Charterers shall promptly upon the request of the Owners or the Owners' Bank supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Owners or the Owners' Bank (for itself or, in the case of the event described in (c), on behalf of any third party) in order for the Owners and/or the Owners' Bank or, in the case of the event described in (c), any third party to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Transaction Documents including without limitation obtaining, verifying and recording certain information and documentation that will allow the Owners and/or the Owners' Bank to identify the Charterers and/or the Guarantor in accordance with the requirements to the Patriot Act.






	36.12	The Charterers shall promptly upon the request of the Owners and/or the Owners' Bank supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Owners and/or the Owners' Bank in order for the Owners and/or the Owners' Bank to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Transaction Documents.






	36.13	The Charterers shall promptly (a) obtain, comply with and do all that is necessary to maintain in full






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force and effect and (b) supply certified copies to the Owners of any authorisation required under any law or regulation of a Relevant Jurisdiction to:








	36.13.1	enable the Charterers and the Guarantor to perform its obligations under the Transaction Documents to which they are respectively a party;






	36.13.2	ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and






	36.13.3	enable the Charterers and/or the Guarantor to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.






	36.14	The Charterers shall ensure that at all times this Charter and the Transaction Documents constitute the valid and legally binding and enforceable obligations of the Charterers ranking at least pari passu with all other of their unsecured obligations and liabilities (actual or contingent) other than any mandatorily preferred by law and any Security Interests intended to be created thereby rank with their intended priority over the claims of other creditors;






	36.15	The Charterers shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Owners and/or the Owners' Bank may reasonably specify (and in such form as the Owners and/or the Owners' Bank may reasonably require in favour of the Owners, the Owners' Bank and/or their nominee(s)):






	36.15 1	to perfect any Encumbrance created or intended to be created under or evidenced by the Transaction Documents or the Senior Loan Agreement (which may include the execution of a mortgage, charge, assignment or other Encumbrance over all or any of the assets which are, or are intended to be, the subject of the Transaction Documents or the Senior Loan Agreement) or for the exercise of any rights, powers and remedies of the Owners and/or the Owners' Bank provided by or pursuant to the Transaction Documents, the Senior Loan Agreement, or by law;






	36.15.2	to confer on the Owners and/or the Owners' Bank an Encumbrance over any property and assets of that Charterers and/or the Guarantor located in any jurisdiction equivalent or similar to the Encumbrance intended to be conferred by or pursuant to the Transaction Documents or the Senior Loan Agreement; and/or






	36.15.3	to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Documents.






	36.16	The Charterers shall take all such action as is available to and requested of them (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Encumbrance conferred or intended to be conferred on the Owners or the Owners' Bank by or pursuant to the Transaction Documents or the Senior Loan Agreement.






	37.	INSURANCES






	37.1	With reference to Box 29 of this Charter, Charterers to insure that at all times the Vessel is properly and adequately insured with underwriters acceptable to the Owners and the Owners' Bank with such limits and such deductibles as the Owners and the Owners' Bank shall approve, naming the Owners' Bank as loss payee for any event of loss, together with an insurance broker undertaking to provide Owners' Bank with 14 days prior written notice of cancellation:






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	37.1.1	Protection and Indemnity cover,






	37.1.2	Hull and Machinery Insurance,






	37.1.3	War Risks Insurance, and






	37.1.4	Other insurance required by the Owners, including but not limited to, Mortgagees Interest Insurance (MI1) and Mortgagee's Interest Additional Perils (MIAP) to be placed at the request of the Owners at the Charterers expense.






	37.2	The Charterers shall assign to the Owners all the Charterers' interests in the Insurances. Proceeds from Insurances for amounts less that USD 500,000 to be paid directly to the Charterers unless there is Total Loss or an Event of Default. In the event of a major casualty, no insurance proceeds in excess of USD 500,000 shall be paid to the Charterers or to the shipyard repair facility and associated repair suppliers by the insurers, unless with the prior written consent of the Owners which shall not be unreasonably withheld or delayed. The Charterers shall provide documentary evidence to the owners that the proceeds are used to discharge all repair related liabilities. In the event of Total Loss all insurance proceeds shall be received in full by the Owners (or their mortgagee as assignee) and applied by the Owners as follows:






	37.2.1	First towards the Owners' or/and their mortgagees' costs incidental to the Total Loss;






	37.2.2	Second towards any amounts due and payable by the Charterers to the Owners under the Charter;






	37.2.3	Third towards any amount equal to the Call Option Base Price or if in between any two anniversaries of the Delivery Date the amount payable will be calculated by linear interpolation between the preceding and succeeding Call Option Base Price.






	37.2.4	Fourth, any balance to be paid to the Charterers.






	37.3	The Charterers (without prejudice to the terms of the assignments of insurances referred to in the Charterers' Assignment of the Insurances) shall procure that the interest of the Owners and the Owners' Bank shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments of insurance issued or to be issued in connection with the Insurances aforesaid and to procure that the said slips, cover notes, policies, certificates of entry or other instruments of insurance issued or to be issued shall provide for fourteen (14) days prior written notice to be given to the Owners and the Owners' Bank by the brokers in the event of cancellation of insurance;






	37.4	The Charterers shall inform the Owners promptly of any person named in the Insurances as an assured and cause each additional assured to execute and deliver to the Owners assignments of the Vessel's Insurances and notices of assignment substantially in the form of the relevant Charterers' Assignment and cause each such additional assured to execute and deliver to the Owners and the Owners' Bank its agreement in writing that the provisions of Clause 37.3 shall apply mutatis mutandis between the Owners and the Owners' Bank on the one side and the additional assured on the other side.






	38.	TIME CHARTER PARTIES






	38.1	The Charterers shall procure that Stena Weco shall pay the hire payable under the Stena Weco Time Charter as from the Delivery Date to the Earnings Account. The Charterers shall deliver to the Owners a copy of the notice requiring Stena Weco to pay such hire to the Earnings Account.






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	38.2	The Charterers undertake to the Owners that they will throughout the Charter Period and, if longer, until such time as the Vessel is redelivered to Owners in accordance with the provisions of this Charter maintain an average minimum firm Time Charter cover across both Stena Vessels of six months at all times, such average calculated every time any one of the Stena Vessels is delivered under a new Time Charter as (A) the sum of (i) the firm term of such Time Charter plus (ii) the firm term of the Time Charter then in effect for the other vessel (B) divided by two..






	38.3	The Charterers shall not enter into any employment contract in connection with the Vessel other than a Time Charter unless it shall be acceptable to the Owners' Bank.






	38.4	Concurrent with its entry into a Time Charter, the Charterers shall assign the Time Charter to the Owners and either the Owners or the Charterers shall deliver to the Time Charterer a notice of the assignment to the Owners of the Time Charter and shall receive from such Time Charterer an acknowledgement of such assignment, and shall also request the Time Charterer to deposit all payments due under such Time Charter into the Earnings Account.






	39.	FINANCIAL STATEMENTS AND REPORTING






	39.1	The Charterers shall deliver to the Owners -






	39.1.1	annual US GAAP audited English language financial statements, certified by a major internationally recognised accounting firm, of both the Charterers and the Guarantor within 120 days of the fiscal year end;






	39.1.2	quarterly US GAAP unaudited English language financial statements and business update of both the Charterers and the Guarantor within 90 days of the end of each quarter year period;






	39.1.3	annual financial projections of the Guarantor within 60 days of the end of the fiscal year; and






	39.1.4	any such other information reasonably requested by the Owners.






	39.2	The Charterers shall notify the Owners and the Owners' Bank without delay when there is any event, development, litigation, investigation or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on the business, assets (including vessel operations and performance), liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Vessel, the Guarantor, the Charterer, or Stena Weco, as well as their respective members, affiliates and subsidiaries, taken as a whole;






	39.3	The Charterers shall promptly inform the Owners of any occurrence of which it becomes aware which may adversely affect its ability to perform the Charterers' obligations hereunder or under any Transaction Document or constitute an Event of Default, including but not being limited to any default under the Stena Weco Time Charter.






	39.4	The Charterers shall deliver to the Owners and/or the Owners' Bank promptly, such information as the Owners and/or the Owners' Bank may reasonably require about the Vessel and compliance of the Charterers and the Guarantor with the terms of any Transaction Documents including without limitation cash flow analyses and details of the operating costs of the Vessel.






	39.5	The Charterers shall deliver to the Owners and/or the Owners' Bank promptly on request, such further information regarding the financial condition, assets and operations of the Charterers and/or the Guarantor (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by the Charterers and/or the Guarantor under this Charter and an up to date copy of its shareholders' register (or equivalent in its jurisdiction)) as the






15







Owners and/or the Owners' Bank may reasonably request.



	39.6	Promptly upon a request by the Owners and/or the Owners' Bank, the Charterers shall supply to the Owners and/or the Owners' Bank a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).






	40.	CHARTERERS' UNDERTAKINGS IN RESPECT OF EARNINGS AND EARNINGS ACCOUNT






	40.1	The Charterers shall ensure that, throughout the Charter Period, all of the Earnings are paid to the Earnings Account or, following the occurrence of an Event of Default or any event which, with the service of notice or passage of time may become an Event of Default, to such account as the Owners shall by notice require.






	40.2	The Charterers shall comply with any requirement of the Owners as to the location or re­location of the Earnings Account and execute any documents which the Owners specify to create or maintain a Security Interest over the Earnings Account.






	40.3	Provided no Event of Default has occurred and is continuing, all Earnings received shall be applied as follows:






	40.3.1	First: payment of hire as provided in Clause 11 of this Charter;






	40.3.2	Second: towards funding the Special Survey Reserve as provided in clause 41.1;






	40.3.3	Third: any balance shall be released to the Charterers.






	40.4	If there exists an Event of Default and as long as such Event of Default is continuing, any balance referred to in Clause 40.3.3 shall be applied as follows:






	40.4.1	First: payment of all fees and costs incurred by the Owners under and in connection with the Event of Default;






	40.4.2	Second: payment of default interest due and payable under this Charter;






	40.4.3	Third: payment of hire as provided in Clause 11 of this Charter;






	40.4.4	Fourth: towards funding the Special Survey Reserve as provided in Clause 41.1;






	40.4.5	Fifth: any balance, unless this Charter has been terminated, shall be released to the Charterers.






	41.	SPECIAL SURVEY RESERVE






	41.1	As of the third anniversary of the Delivery Date, the Charterers shall start paying a monthly instalment of USD 16,666.67 to the Earnings Account towards future costs of drydock and special class surveys.






	41.2	The Owners shall release -






	41.2.1	an amount not exceeding the actual documented cost of such drydock and special class survey to the Charterers, provided no Event of Default has occurred or is continuing, upon receipt by the Owners of reasonably acceptable documentation of the cost to complete or evidence of the completion of any such drydock or special class survey;






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	41.2.2	the Special Survey Reserve and any interest accrued thereon to the Charterers in the event that Charterers exercise a Call Option under clause 3 of the Call Option Agreement.






	42.	SECURITY






	42.1	As security for their due and punctual performance under this Charter, the Charterers hereby agree that:






	42.1.1	they will:






		(i)	assign to the Owners (a) all of their rights, title and interests in and to all policies and contracts of insurance (which expression includes all entries of the Vessel in protection and indemnity or war risks associations) which are from time to time taken out or entered into by the Charterers in respect of the Vessel pursuant to this Charter and (where the context permits) all benefits thereof, including all claims of any nature and returns of premium and (b) all monies whatsoever which are now, or later become, payable to the Charterers and which arise out of the use or operation of the Vessel, including (but not limited to) except to the extent that they fall within paragraph (ii), any earnings from any charter, all freight, hire and passage monies in substantially the same form as Appendix "B";






		(ii)	assign to the Owners the Stena Weco Time Charter and deliver an acknowledgement of the assignment by the Time Charterer to the Owners all of which shall be in substantially the same form as Appendix "C" and






	42.1.2	they will procure the issue by the Guarantor of a guarantee in favour of the Owners, guaranteeing the due and faithful performance by the Charterers of all their obligations under this Charter and any other agreements made between the Owners and the Charterers which shall be in substantially the same form as Appendix "D";






	42.1.3	they will procure the grant by the Charterers' shareholders of a share pledge on terms substantially the same as Appendix "E"; and






	42.1.4	they will enter into any other agreements, execute any other documents and procure any securities in such form as the Owners may reasonably request to secure the Charterers' obligations under this Charter.






	43.	REPRESENTATIONS AND WARRANTIES






	43.1	The Charterers acknowledge that the Owners have entered into this Charter in full reliance on representations by the Charterers in the following terms; and the Charterers now warrant to the Owners that the following statements are, at the date hereof, and on the Delivery Date will be, true and accurate:-






	43.1.1	The Charterers are duly established and validly existing under the laws of the Republic of the Marshall Islands;






	43.1.2	The Charterers have the power to conduct their business as it is now carried on, to own or hold under lease their assets, to execute, deliver and perform their obligations under this Charter, and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of this Charter;






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	43.1.3	This Charter and the Transaction Documents constitute the valid and legally binding and enforceable obligations of the Charterers ranking at least pari passu with all other of their unsecured obligations and liabilities (actual or contingent) other than any mandatorily preferred by law and any Security Interests intended to be created thereby rank with their intended priority over the claims of other creditors;






	43.1.4	The entry into and performance by the Charterers of this Charter or any other Transaction Document to which it is a party does not, and will not during the Charter Period, violate (i) any existing law or regulation of any governmental or official authority or body to which the Charterers or their business operations are subject, or (ii) the constitutional documents of the Charterers, or (iii) any agreement, contract or other undertaking to which the Charterers are a party or which is binding on the Charterers or any of their assets;






	43.1.5	All consents, licences, approvals and authorisations required in connection with the entry into, performance, validity and enforceability of this Charter have been obtained and are, or will on and following the Delivery Date be, in full force and effect;






	43.1.6	No litigation, arbitration or administrative proceeding is taking place against the Charterers or against any of their assets which is likely to be adversely determined and, if adversely determined, would have a Material Adverse Effect on the Charterers' ability to perform their obligations under this Charter and to the best of the Charterers' knowledge and belief no such actions, suits or proceedings have been threatened;






	43.1.7	No Environmental Claim is being asserted against the Charterers and to the best of the Charterers' knowledge and belief no such Environmental Claim has been threatened;






	43.1.8	The representations and warranties contained in each Charter Guarantee are, at the date thereof, and on the Delivery Date will be, true, accurate and complied with.






	43.1.9	No corporate action, legal proceeding or other procedure or step described in Clause 44.1.8 or creditors' process described in Clause 44.1.14 has been taken or, to the knowledge of the Charterers, threatened in relation to the Charterers or the Guarantor; and none of the circumstances described in Clause 44.1.3 applies to the Charterers and the Guarantor.






	43.1.10	No Event of Default and, on the date of this Charter, no Event of Default is continuing or is reasonably likely to result from the entry into, the performance of, or any transaction contemplated by, any of the Transaction Documents.






	43.1.11	Save as disclosed in writing to the Owners, prior to the date of this Charter and to the knowledge of the Charterers:






	43.1.11.1	any factual information provided by or on behalf of the Charterers and/or the Guarantor to the Owners was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given;






	43.1.11.2	any financial projection or forecast provided by or on behalf of the Charterers and/or the Guarantor to the Owners has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration;






	43.1.11.3	no event or circumstance has occurred or arisen and no information has been omitted and no information has been given or withheld that results in the information,






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opinions, intentions, forecasts or projections provided being untrue or misleading in any material respect;



	43.1.11.4	all material information provided to the Owners by or on behalf of any of the Charterers and/or the Guarantor on or before the date of this Charter and not superseded before that date is accurate and not misleading in any material respect and all projections provided to the Owners on or before the date of this Charter have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and






	43.1.11.5	all other written information provided by any of the Charterers and/or the Guarantor (including its advisers) to the Owners was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.






	43.1.12	To the knowledge of the Charterers each of the Charterers' and the Guarantor's most recent financial statements delivered pursuant to Clause 39.1 give a true and fair view of (if audited) or fairly represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.






	43.1.13	To the knowledge of the Charterers since the date of the most recent financial statements delivered pursuant to Clause 39.1 there has been no material adverse change in the business, assets or financial condition of any of the Charterers or the Guarantor.






	43.1.14	To the knowledge of the Charterers none of the Charterers or the Guarantor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect. Neither the Charterers nor the Guarantor is in violation of and none shall violate any of the country or list based economic and trade sanctions administered and enforced by OFAC, the European Union or the United Nations that are described or referenced at http://ustreas.gov/offices/enforcement/ofac or as otherwise published from time to time.






	43.1.15	Each of the Charterers and the Guarantor is in compliance with Clause 36.1.1 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.






	43.1.16	To the knowledge of the Charterers each of the Charterers and the Guarantor has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.






	43.1.17	The Charterers are not aware of any material facts or circumstances which have not been disclosed to the Owners and which might, if disclosed, have adversely affected the decision of a person considering whether or not to enter into any of the Transaction Documents.






	43.2	Each Representation is deemed to be repeated by the Charterers by reference to the facts and circumstances then existing on the day of each charter hire payment.






	44.	DEFAULT CLAUSE






	44.1	Any of the following events shall be an "Event of Default" for the purposes of this Charter:






	44.1.1	if the Charterers and/or the Guarantor fail to pay when due any charter hire or any other sum






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payable hereunder or under or pursuant to any of the other Transaction Documents, unless its failure to pay is caused by either an administrative or technical error, or a Disruptive Event, and payment is made within two Banking Days;








	44.1.2	the Charterers and/or the Guarantor fails to fund the Special Survey Reserve;






	44.1.3	the Stena Weco Time Charter or any other Time Charter is terminated, cancelled or otherwise ceases to remain in full force and effect at any time prior to its contractual expiry date, provided that, in the event such occurrence is caused by a default of Stena Weco or any other Time Charterer, or by its actions or its failure to act, the Charterers shall have 30 days to replace it with a Time Charter in form and substance satisfactory to the Owners acting reasonably and in compliance with Clause 38.2;






	44.1.4	the Charterers changes an Approved Manager without the prior written consent of the Owners, or fails to replace an Approved Manager within 30 Banking Days if requested by the Owners;






	44.1.5	the Charterers changes the Vessel's class or flag without the prior written consent of the Owner;






	44.1.6	the Charterers or the Guarantor are unable or admits inability to pay its debts as they fall due, is deemed to, or is declared to, be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts, or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;






	44.1.7	a moratorium is declared in respect of any indebtedness of the Charterers or the Guarantor; if a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium;






	44.1.8	any corporate action, legal proceedings or other procedure or step is taken for:






	44.1.8.1	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) the Charterers or the Guarantor;






	44.1.8.2	the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or trustee or other similar officer in respect of the Charterers or the Guarantor or any of their assets.





This Clause 44.1.8 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of commencement.



	44.1.9	the Charterers fail to maintain any insurances as required under this Charter;






	44.1.10	an Event of Default occurs under the Bareboat Charter II;






	44 1 11	Any Financial Indebtedness of the Charterers or of the Guarantor or any of their respective Subsidiaries which are consolidated for accounting purposes:






	44.1.11.1	is not paid when due nor within any originally applicable grace period; or






	44.1.11.2	is declared to be, or otherwise becomes, due and payable prior to its specified






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maturity as a result of an event of default (however described); or








	44.1.11.3	is capable of being declared by a creditor to be due and payable prior to its specified maturity as a result of such an event; or






	44.1.11.4	is restructured in a manner that results, in aggregate, in a more favourable position for the affected lender.





No Event of Default will occur under this Clause 44.1.11 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clause 44.1.11.1 to 44.1.11.3 is less than USD 2,500,000 (or its equivalent in any other currency or currencies).



	44.1.12	if there is any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on the business, assets (including vessel operations and performance), liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Vessel, the Guarantor and the Charterer as well as their respective members, affiliates and subsidiaries, taken as a whole;






	44.1.13	any representation or statement made or deemed to be repeated by the Charterers and/or the Guarantor in any Transaction Document or any other document delivered by or on behalf of Charterers and/or the Guarantor under or in connection with any Transaction Document is or proves to have been incorrect or misleading when made or deemed to be made;






	44.1.14	the Vessel is arrested or detained and such Vessel is not released from such arrest or detention within 30 days from the date of its arrest or detention;






	44.1.15	it is or becomes unlawful for the Charterers and/or the Guarantor to perform any of its material obligations under the Transaction Documents or any Encumbrance created or expressed to be created or evidenced by the Transaction Documents ceases to be effective;






	44.1.16	any material obligation or obligations of the Charterers and/or the Guarantor under any Transaction Document are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Owners and/or the Owners' Bank under the Transaction Documents;






	44.1.17	any Transaction Document ceases to be in full force and effect or any Encumbrance created or expressed to be created or evidenced by the Transaction Documents ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than the Owners and/or the Owners' Bank) to be ineffective:






	44.1.18	any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration of any governmental, judicial or other public body or authority which is now, or which at any time during the Charter Period or before the Vessel is redelivered becomes, necessary to enable any of the Charterers or the Guarantor or any other person (except the Owners and/or the Owners' Bank) to comply with any of their obligations under any Transaction Document is not obtained, is revoked, suspended, withdrawn or withheld, or is modified in a manner which the Owners considers is, or may be, prejudicial to the interests of the Owners and/or the Owners' Bank, or ceases to remain in full force and effect or the classification society for the Vessel withdraws the classification certificate for the Vessel;






	44.1.19	any one of the Stena Vessels suffers a Total Loss or is otherwise destroyed or abandoned, or a similar event occurs in relation to any other vessel which may from time to time be mortgaged to the Owners' Bank as security for the payment of all or any part of the Owners' indebtedness under the Senior Loan Agreement, except that a Total Loss (which term shall for






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the purposes of the remainder of this Clause 44.1.19 include an event similar to a Total Loss in relation to any other vessel) shall not be an Event of Default if:



	44.1.19.1	that Vessel or other vessel is insured in accordance with the Senior Loan Agreement and the Transaction Documents and a claim for Total Loss is available under the terms of the relevant insurances; and






	44.1.19.2	no insurer has refused to meet the claim for Total Loss and it is not apparent to the Owners and the Owners' Bank in its reasonable discretion that any such refusal or dispute is likely to occur; and






	44.1.19.3	payment of all insurance proceeds in respect of the Total Loss is made in full to the Owners' Bank within 120 days of the occurrence of the casualty giving rise to the Total Loss in question or such longer period as the Owners' Bank may in its discretion agree;






	44.1.20	the country of registration of the Vessel becomes involved in war (whether or not declared) or civil war or is occupied by any other power and the Owners and/or the Owners' Bank in their discretion considers that, as a result, the security conferred by any of the Transaction Documents is materially prejudiced;






	44.1.21	any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against the Charterers and/or the Guarantor or their assets which have or are reasonably likely to have a Material Adverse Effect;






	44.1.22	any of the Charterers or the Guarantor, or an Affiliate of any of them becomes a Prohibited Person or becomes owned or controlled by, or acts directly or indirectly on behalf of, a Prohibited Person or any of such persons becomes the owner or controller of a Prohibited Person;






	44.1.23	any of the Charterers and/or the Guarantor, or any Affiliate of any of them is not in compliance with all Sanctions;






	44.1.24	the Guarantor's Consolidated Leverage Ratio exceeds 75%;






	44.1.25	the Guarantor does not maintain a minimum unrestricted liquidity at all times of (i) USD 750,000 per vessel owned (directly or through wholly-owned subsidiaries) by it and (ii) USD 500,000 per vessel bareboated in by the Guarantor or a wholly-owned subsidiary, in both cases measured and certified quarterly;






	44.1.26	the Guarantor defaults under any other financial covenant that may be contained in any future material financing agreement (whether by senior or junior loans, notes or bareboat charters) entered into by the Guarantor or any other subsidiary thereof;






	44.1.27	without prejudice to the foregoing, the Charterers or the Guarantor defaults on any of its material other obligations under this Charter.






	44.2	Notwithstanding Clause 44.1, the Charterers shall have 30 days from the occurrence of any event described in Clauses 44.1.13, 44.1.15, 44.1.18, 44.1.21, 44.1.24, 44.1.25, and 44.1.26 to cure and/or remedy such event and only if the event is continuing after 30 days from the day on which the event first occurred shall that even constitute an Event of Default.






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	44.3	An Event of Default shall constitute a breach under the Charter. At any time after an Event of Default has occurred and is continuing, the Owners may by notice (the "Default Notice") to the Charterers terminate this Charter and withdraw the Vessel either three days after the Default Notice having been given or at such later date as the Owners shall specify. Such right of termination shall be without prejudice to any claim the Owners may have against the Charterers.





Moreover, after the Event of Default having occurred and being continuing and after the Default Notice having been given to Charterers, the following procedure shall apply, (i) subject to Owners' Bank allowing Owners to take the following action and not demanding Owners to take any other action and (ii) subject to Owners being allowed by law to act accordingly and (iii) unless any corporate action, legal proceedings or other procedure or step is taken for as described in Clause 44.1.8:



	44.3.1	Owners will submit to Charterers three independent valuations (desk top arms' length charter free basis) of the Vessel from Platou, Arrow and Fearnleys (or, in case any one or more of them no longer exist, any other internationally well reputed ship sale and purchase broker appointed by Owners), within 2 New York banking days of the date of the submission of the Default Notice. These three valuations will be used to evaluate the current fair market value (the "Sale Market Value") of the Vessel by using their simple arithmetic mean.






	44.3.2	If the Sale Market Value is higher than the aggregate of (i) the Call Option Base Price (as referred to in Schedule 1 of the Call Option Agreement) (pro rata adjusted for in-between dates) calculated 60 days from the date the valuations were served to the Owners plus (ii) all amounts estimated by Owners for which Charterers are obliged to indemnify Owners under the Charter plus any break funding or swap termination costs estimated by Owners as well as any other costs and expenses estimated by Owners arising from the Event of Default and the termination of the Charter and the Vessel's sale for which Owners may be liable (the aggregate of (i) and (ii) above the "Aggregate Amount"), then Charterers can chose one of the three parties that provided the valuations to act as a sales agent. Owners shall then instruct the sales agent chosen by Charterers to find a buyer for the Vessel under the condition that, within 42 days from the date the Owners sent the Default Notice to Charterers, a sales contract is signed on NSF 2012 terms, under which the Vessel is sold at the highest market price and subject to such market price being greater than the Aggregate Sum, with a minimum deposit of 10% paid into a joint account, delivery is on "as is where is" basis without Owner's warranty (but Charterer's warranty, if appropriate and/or required) and the "cancelling date" (as per line 79 of the NSF 2012) being not later than 20 days from the date the MOA is entered into. It shall be understood that Owners shall use reasonable endeavours to the sell the Vessel but that the failure to sell the Vessel as described above, be it caused by the sales agent's failure or otherwise, shall not entitle the Charterers to any claims against Owners whatsoever, provided Owners have used reasonable endeavours to the sell the Vessel.






	44.3.3	If the Sale Market Value is less than the Aggregate Amount, Owners shall have the rights under this Charter, including, but not being limited to, all hire accrued but unpaid under the Charter being paid to them and any other sums payable, but unpaid, under this Charter including all losses, expenses, fees and damages suffered by the Owners being paid to Owners. As soon as possible after the three independent valuations having been submitted to Owners, Owners shall provide Charterers with the final calculation of the amount due and payable to Owners under the Charter. Even after Owners having provided Charterers with the final calculation of the amount due and payable to Owners under the Charter, Owners shall have the right to claim losses, expenses, costs and fees incurred by Owners plus any amounts due to maritime liens on the Vessel incurred prior to the re-delivery of the Vessel to or its repossession by Owners.






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	44.4	Without prejudice to the foregoing provisions of this Clause 44, at any time after an Event of Default has occurred the Owners have the right to change the Approved Managers.






	45.	INSPECTION OF RECORDS





Owners to have the right to inspect the Vessels operating and/or insurance records at any time during the charter period. However, such review of insurance records must be coordinated through the Charterers.



	46.	SHIP MANAGERS






	46.1	The Charterers shall appoint S.A.M. Central Shipping Monaco of Monaco as technical and commercial managers of the Vessel, or any other third-party manager proposed by the Guarantor and reasonably acceptable to the Owners and the Owners' Bank, and, in all cases, to be employed under contract terms reasonably acceptable to the Owners' Bank and subject to the execution of the Managers' Undertakings.






	46.2	S.A.M. Central Shipping Monaco shall be permitted to sub-contract certain management services to Central Mare Inc under contract terms reasonably acceptable to the Owners' Bank and subject to the execution of the Managers' Undertakings.






	46.3	The Charterers undertake throughout the Charter Period and until the Vessel is redelivered to the Owners, if later, to comply, or to procure that the Approved Managers of the Vessel comply, with the ISM Code and in particular, without prejudice to the generality of the foregoing, as and when required to do so by the ISM Code and at all times thereafter:






	46.3.1	to hold, or to procure that the technical Approved Managers of the Vessel hold, a valid Document of Compliance (being a document issued to a vessel operator as evidence of its compliance with the requirements of the ISM Code) duly issued to the Charterers or the technical Approved Managers (as the case may be) pursuant to the ISM Code and a valid Safety Management Certificate (being a document issued to a vessel as evidence that the vessel's technical Approved Managers and its shipboard management operate in accordance with an approved structured and documented system enabling the personnel of the vessel's operator to implement effectively the safety and environmental protection policy of that vessel operator) duly issued to the Vessel pursuant to the ISM Code,






	46.3.2	to provide the Owners with copies of any such Document of Compliance and Safety Management Certificate as soon as the same are issued and after every renewal; and






	46.3.3	to keep or to procure that there is kept, on board the Vessel a copy of any such Document of Compliance and the original of any such Safety Management Certificate.






	46.3.4	In the event that the Approved Managers from time to time fail to fulfil the obligations in Clause 46.3 or the Owners are not satisfied with the quality of the management services provided by the Approved Managers from time to time, the Owners may notify the Charterers and the Charterers promptly shall replace the Approved Managers.






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	47.	ADDITIONAL EQUIPMENT





Charterers shall have the right to fit additional equipment and to make necessary improvement and/or additions at their expense and risk subject to such works not causing any damage to the Vessel on installation and not resulting in any structural changes and provided such additional equipment, improvement and/or additions may be removed from the Vessel without causing any damage to the Vessel whatsoever and always subject to the approval of the Owners and of Vessel's class.



	48.	CHARTERERS INDEMNITY






	48.1	The Charterers shall on demand indemnify and keep indemnified the Owners (the "Indemnified Parties") against:






	48.1.1	All costs, charges, expenses, fees, taxes (including, without limitation, all costs, charges, expenses, fees and/or taxes to be imposed on the Owners by the Marshall Islands Ship Registry or other governmental bodies in the Marshall Islands), losses, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature (collectively, "Losses") suffered or incurred by the Owners and arising directly or indirectly in any manner out of the design, manufacture, delivery, non delivery, purchase, importation, registration, incorporation, ownership, management, chartering, sub-chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including any and all claims in tort or in contract by a sub-charterer of the Vessel or by the holders of any bills of lading issued by the Charterers or any sub-charterer; and






	48.1.2	All Losses suffered or incurred by the Owners which result directly or indirectly from claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever; and






	48.1.3	All Losses suffered or incurred by the Owners in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel therefrom; and






	48.1.4	All Losses suffered or incurred by the Owners and/or the Owners' Bank with respect to or as a direct result of the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the US Oil Pollution Act of 1990 or the US Comprehensive Environmental Response Compensation and Liability Act of 1980 (as either may be or have been amended and/or re-enacted from time to time) or similar legislation in any other jurisdiction, regardless of whether or not caused by or within the control of the Charterers and regardless of whether or not caused as a consequence of any deficiencies in the technical condition of the Vessel on the Delivery Date; and






	48.1.5	All Losses suffered or incurred by the Owners and/or its respective officers or members of the management board or shareholders or members and/or any Mortgagee and any other Lenders, as a consequence of any violation by the Charterers or any sub-charterer of U.S. law or any other laws pursuant to which the Vessel and/or her trading or operations shall be subject from time to time;






	48.2	If, under any applicable law, whether as a result of judgment against the Charterers or the liquidation






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of the Charterers or for any other reason, any payment to be made by the Charterers under or in connection with this Charter is made or is recovered in a currency other than the currency (the "currency of obligation") in which it is payable pursuant to this Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount due under this Charter, the Charterers shall as a separate and independent obligation, fully indemnify the Owners against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange" means the best rate at which the Owners are able on the relevant date to purchase the currency of obligation with the other currency.



	48.3	The indemnities contained in this Clause 48 shall survive any termination or other ending of this Charter and any breach of, or repudiation or alleged repudiation by, the Charterers or the Owners of this Charter, but the indemnities contained in this Clause 48 shall not apply if and to the extent that the relevant cost, charge, expense or Losses arise solely as a result of any fraudulent or willful misconduct, recklessness or gross and culpable negligence of the Indemnified Party claiming such indemnity. All moneys payable by the Charterers under this Clause 48 shall be paid on demand.






	49.	CREW





Under no circumstances will the Charterers violate the ISM standard of operation. Further, the Charterers will not employ on the Vessel unlicensed master, officers and crew, holding inferior licenses to their rank and position on the Vessel or holding licenses which are not recognized by the country of the Vessel's registry or by the Vessel's H&M, P & I and other insurers. The Charterers will exercise due diligence in selecting the master and all officers and all crew employed by them from time to time on the Vessel as to their previous records, experience, seamanship and competence, in accordance with prudent commercial judgment and standard seamanship procedure. The Charterers shall also maintain on board the Vessel for use by the master, officers and crew, standard company procedures manual containing approved procedures in respect of discipline, safety, navigation, operation, oil pollution, collision avoidance as well as other matters of master and crew conduct.



	50.	TAXES / DUES ETC





Any taxes and/or dues on the Vessel and/or cargo and/or on hire and freights arising out of cargoes carried or ports visited under this charter party shall always be for the Charterers account.



	51.	PRIVACY





The terms of this agreement shall be kept private and confidential by the parties save to the extent it is necessary to disclose it to their professional advisors or in circumstances where disclosure is required by law (which for purposes of this provision shall include any Security Exchange Commission requirements) or in respect of legal proceedings. In view of Owners' financing arrangements the Charterers acknowledge that the Owners will need to disclose this Agreement to interested banks other potential third party financiers.



	52.	PRIOR CLAIMS





The Charterers hereby undertake to indemnify the Owners against all claims made against the Vessel which have been incurred prior to the Delivery of the Vessel under this Charter.



	53.	MOA AND DELIVERY






	53.1	The Owners' obligations to charter the Vessel to the Charterers hereunder are conditional upon delivery of the Vessel to the Owners by the Charterers pursuant to the MOA free and clear of any lien or encumbrance.






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	53.2	Subject to the Vessel being delivered to, and taken over by, the Owners, pursuant to the MOA, the Charterers shall forthwith be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery by the Charterers pursuant to the MOA.






	53.3	The Delivery Date for the purpose of this Charter shall be the date when the Vessel is in fact delivered by the Charterers to the Owners pursuant to the MOA, whether that be before or after the scheduled date under the MOA, and the Owners shall be under no responsibility for any delay whatsoever in delivery of the Vessel to the Charterers under this Charter.






	53.4	Without prejudice to the provisions of Clause 53.2 above, the Owners and the Charterers shall on the Delivery Date sign a Protocol of Delivery and Acceptance evidencing delivery of the Vessel hereunder.






	54.	CANCELLING





Should the MOA be cancelled or should the Vessel become a Total Loss prior to its delivery under the MOA, this Charter shall be deemed cancelled forthwith.



	55.	TERMS OF DELIVERY






	55.1	The Charterers acknowledge and agree that the Owners make no condition, term, representation or warranty. express or implied (and whether statutory or otherwise) as to seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use of the Vessel or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. The Charterers expressly agree to accept delivery of the Vessel whether or not the Vessel is seaworthy, in good working order and repair and whether or not subject to any defect or inherent vice, and the Charterers agree, at their own cost, to remedy any defects and inherent vices (even if not known or discoverable at the time of delivery) and to put the Vessel into seaworthy condition and good working order and repair the Vessel to the extent that this is not the case. The Charterers further acknowledge and agree that the Owners make no warranty regarding the Vessel being free and clear of any encumbrance, mortgage, charge, lien, Security Interest or debt of whatsoever nature (together "Liens") other than that it shall be free of any Liens created by the Owners with the exception of Security Interests created pursuant to any financing requirements of the Owners.






	55.2	Without prejudice to the provisions of Clause 55.1, the Charterers hereby waive all their rights in respect of any condition, term, representation, or warranty express or implied (and whether statutory or otherwise) on the part of the Owners and all claims against the Owners howsoever the same may arise, and whether already existing or in the future arising, in respect of the Vessel arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness or otherwise of the Vessel) and, in particular and without prejudice to the generality of the foregoing, the Owners shall be under no liability whatsoever and howsoever arising in respect of any losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature in respect of the injury, death, loss, damage or delay of or to or in connection with any person (which expression includes, but is not limited to, states, governments, municipalities and local authorities) or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether or when or where such injury, death, loss, damage or delay shall arise or of whether it shall arise as a result of the Vessel not being seaworthy or otherwise or of whether or not the Vessel or any part thereof is in the possession or under the control of the Charterers provided always that nothing in this Clause 55 shall exclude any liability of the Owners for death or






27







personal injury resulting from negligence or for damages as a consequence of the Owners' breach of their obligations under Clause 17(b). However, to the extent that any liability of the Owners for death or personal injury is incurred other than by reason of willful default on the part of the Owners, the Charterers hereby indemnify the Owners in respect of the same.



	55.3	The Charterers agree that the Owners shall be under no liability to supply any replacement vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.






	55.4	Nothing contained in this Clause 55 shall be construed as a waiver of any rights or remedies of the Charterers at law or in equity against the Owners in respect of (a) any fraudulent or willful misconduct of the Owners or (b) any failure on the part of the Owners to comply with any of the terms of this Charter.






	56.	CHARTER HIRE






	56.1	All payments under this Charter shall be made without any set-off or counterclaim whatsoever and free and clear of and without withholding or deduction for, or an account of, any present or future income, freight, stamp and other taxes, levies, imposts, duties, fees, charges, restrictions or conditions of any nature (collectively "Taxes"). If the Charterers are so required to make any withholding or deduction from any such payment, the sum due from the Charterers in respect of such payment will be increased to the extent necessary to ensure that, after making such withholding or deduction, the Owners receive a net sum equal to the amount which it would have received had no such withholding or deduction been required to be made. The Charterers will promptly deliver to the Owners any receipts, certificates or other proof evidencing the amounts, if any, paid to payable in respect of any such withholding or deduction as aforesaid.






	56.2	The Charterers' obligations to pay hire shall, subject to the terms of this Charter, be absolute, irrespective of any contingency whatsoever, including (but not limited to):






	56.2.1	any set-off, counterclaim, recoupment, defence, deduction, withholding or other right which the Charterers may have against the Owners or any other person;






	56.2.2	any unavailability of the Vessel for any reason, including (but not limited to) Total Loss or any lack or invalidity of title (save where due to an act or omission of Owners unrelated to deficiencies in the title to the Vessel acquired by the Owners from the Seller) or any other defect in the title, condition, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country or any damage to the Vessel;






	56.2.3	any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Owners unless it affects the Vessel's normal trading or operation.






	57.	TERMINATION ON EXERCISE OF CALL OPTION





In the event that the Seller exercises its rights under clause 3 of the Call Option Agreement, the Vessel shall be redelivered to the Owners under this Charter immediately prior to the delivery of the Vessel to the Charterers pursuant to the Call Option Agreement and this Charter shall terminate upon such redelivery.



	58.	REDELIVERY






	58.1	In the event that the Vessel is redelivered to the Owners under this Charter, Charterers shall






28







procure that that the Vessel shall be redelivered by the Charterers in the condition set out in Appendix "A"(Return Condition).



	58.2	Prior to redelivery at the port of redelivery as indicated in Box 16 Charterers shall arrange a redelivery survey, including but not being limited to an underwater survey, to ascertain and report on the condition of the Vessel, all machinery, equipment and coatings and a full inventory of items on board in order to ascertain whether the Vessel conforms with the requirements of Appendix "A" regarding return condition. Charterers shall indemnify Owners for the cost of such survey. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's condition as set out in Appendix "A", then






	58.2.1	unless repairs can be carried out afloat to the satisfaction of the Owners upon consultation with the Classification Society, the charterers shall arrange for the Vessel to be drydocked at their expense for inspection by the Owners;






	58.2.2	such defects shall be made good by the Charterers at their cost and expense to the satisfaction of the Owners upon consultation with the Classification Society, and






	58.2.3	the Charterers shall pay for any attendance by the Vessel's classification society.






	58.3	As from the end of the 81st month of the Charter Period, the Owners shall be free to market the Vessel for sale during the remaining Charter Period and the Charterers shall at all reasonable times requested by the Owners facilitate inspection of the Vessel by potential buyers, subject to the requirements of the Vessel's trading schedule;






	59.	FEES AND EXPENSES






	59.1	Charterers shall fully indemnify Owners in respect of all costs, fees and expenses (including but not limited to legal fees and expenses) reasonably incurred by Owners in connection with the negotiation, preparation and execution of the Charter and the Transaction Documents, the Senior Loan Agreement (save for the costs of Owners' Bank's lawyers), valuation expenses, inspection expenses, insurance reports, the registration of the Vessel under the laws and flag of the Marshall Islands, and the maintenance of such registration. In case of any waiver required under or amendment to the Senior Loan Agreement as a result of any act or omission by the Charterers, the Charterers shall fully indemnify Owners in respect of all costs, fees and expenses (including but not limited to legal fees and expenses) reasonably incurred by Owners in connection with such waiver and/or amendment.






	59.2	The Charterers shall pay to the Owners the Upfront Fee and the Commitment Fee as provided in the Fee Letter.






	60.	COMMUNICATION






	60.1	Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the postal address, e-mail address or facsimile number appearing below (or at such other postal address, e-mail address or facsimile number as such party may hereafter specify for such purposes to the other by notice in writing):-






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	60.1.1	In the case of the Owners:





Eco Evolution LLC


Majuro, Marshall Islands


c/o Northern Fund Management America, LLC


One Stamford Landing


62 Southfield Avenue, Suite 212


Stamford, CT 06902 U.S.


Attn: Kathleen Furman and Rich Lemanski


Telefax in advance +1 (203) 487-3435


and


John Hartigan (via email)


Northern Shipping fund Management Ireland Ltd


e-mail: JHartigan@northernshippingfunds.com



	60.1.2	In the case of the Charterers:





Monte Carlo One Company Limited


Majuro, Marshall Islands


c/o Central Mare Inc


1 Vass. Sofias 151 24


Maroussi


Attn: Andreas M. Louka


Tel +302108128320


Fax +30 2106141272


e-mail: legal@centralmare.com.



	60.2	A written notice given by;






	60.2.1	post shall be deemed given on the fifth day following posting by pre-paid first class post to the addressee;






	60.2.2	facsimile shall be deemed given upon appropriate confirmation by the sender's equipment; and






	60.2.3	e-mail shall be deemed given two hours after dispatch.






	60.2.4	A notice received on a non-Banking Day or after business hours in the place of receipt shall be deemed to be served on the next following Banking Day in such place.






	60.3	All communications and documents delivered pursuant to or otherwise relating to this Charter shall be in English.






	61.	CONDITIONS PRECEDENT, EFFECTIVENESS OF THIS CHARTER






	61.1	Notwithstanding anything to the contrary in this Charter, the obligations of the Owners under this Charter shall be subject to receipt by the Owners on or prior to the Delivery Date of the following, each in form and substance acceptable to the Owners in its discretion:






	61.1.1	the Guarantor's consolidated financial projections for the next seven years, presented on a quarterly basis for the first 12 months and on an annual basis thereafter;






	61.1.2	the Approved Management Agreements;






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	61.1.3	the Stena Weco Time Charter;






	61.1.4	a copy of the notice requiring Stena Weco to pay such hire to the Earnings Account.






	61.1.5	evidence as the Owners may reasonably require that the Vessel will, as from the Delivery Date, be insured in accordance with the provisions of this Charter and that all requirements of this Charter in respect of such insurances have been complied with;






	61.1.6	such corporate documents of the Charterers and the Guarantor as the Owners' legal advisers may require (including but not being limited to powers of attorney, shareholders' resolutions, legal opinions, officer solvency certificates etc.);






	61.1.7	all documentation and other information required by bank regulatory authorities under applicable "Know Your Customers", anti-money laundering rules and regulations as well as compliance with all sanction laws, including without limitation OFAC;






	61.1.8	such documentation and other evidence as is reasonably required by the Owners to comply with their internal "Know Your Customers" guidelines or other checks in relation to the identity of any person that they are required by any applicable law to carry out in connection with entering into the Transaction Documents;






	61.1.9	each Transaction Document duly executed by the parties named therein;






	61.1.10	all notices and other documents required to be signed under the Transaction Documents and acknowledgements of such notices duly signed by all addressees of such notices, and (if then available, failing which the same shall be a condition subsequent to be satisfied within fifteen (15) days of the Delivery Date), evidence that all insurance policies have been endorsed with notices of assignment and loss payable clauses in accordance with the terms of the Charterers' Assignments;






	61.1.11	an insurance report to be obtained by the Owners from an independent insurance consultant and to be satisfactory to the Owners;






	61.1.12	a class confirmation certificate in respect of the Vessel issued by DNV-GL evidencing that the Vessel is confirming that the Vessel is classed with the highest class applicable to vessels of her type with no overdue recommendations or requirements against class;






	61.1.13	on the Delivery Date, a copy of the current Safety Construction, Safety Equipment, Safety Radio and Load Line Certificates of the Vessel;






	61.1.14	such confirmations from the Owners' legal advisers in such jurisdictions as it considers relevant that legal opinions in form and substance acceptable to the Owners will be issued on or following the Delivery Date;






	61.1.15	documents establishing that the Vessel will, as from the Delivery Date, be managed by the Approved Manager on terms acceptable to the Owners, together with (i) the Managers' Undertakings in the form attached as Appendix "G" executed by the Approved Managers in favour of the Owners and the Owners' Bank, and (ii) copies of the Approved Manager's Document of Compliance and of the Vessel's Safety Management Certificate and International Ship Security Certificate (together with any details of the applicable safety management system which the Owners require);






	61.1.16	such evidence as the Owners may reasonably require that (i) performance and characteristics






31







of the Vessel as proven during sea trials prior her Delivery being consistent with design and contract specifications, (ii) receipt of the Class certificate of conformity with no deficiencies and highest Class notation available for this ship design and (iii) confirmation by Stena Weco that the Vessel will be accepted under the applicable Stena Weco Time Charter;



	61.1.17	the written confirmation of the Charterers and the Guarantor that there is no material dispute under any of the Transaction Documents as between the parties to any such document;






	61.1.18	confirmation in writing by the Guarantor that (i) no default has occurred and is continuing with respect to any Financial Indebtedness of the Guarantor and (ii) the Guarantor has no knowledge of any commitment for Financial Indebtedness for itself being cancelled or suspended by a creditor thereof as a result of any default;






	61.1.19	a copy of any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration or other document, opinion or assurance which the Owners' Bank considers to be necessary or desirable (if the Charterers and/or the Guarantor has been notified accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Documents or for the validity and enforceability of any Transaction Document;






	61.1.20	confirmation from the Charterers that no default has occurred and is continuing in respect of the Stena Weco Time Charter;






	61.1.21	evidence that the Vessel has been accepted by the charterer under the Stena Weco Time Charter; and






	61.2	Notwithstanding anything to the contrary in this Charter and without prejudice to Clause 61.1, this Charter shall not become effective unless each and all of the following conditions precedent are fulfilled:






	61.2.1	Execution of this Charter by all the parties thereto;






	61.2.2	Execution of the MOA by the parties thereto;






	61.2.3	Execution of the Call Option Agreement by the parties thereto;






	61.2.4	Confirmation by the Owners' Bank that it is satisfied that performance and characteristics of the Vessel as proven during sea trials prior her Delivery are consistent with design and contract specifications;






	61.2.5	The Vessel having been registered in the name of the Owners under the laws of the Approved Flag;






	61.2.6	A First Priority Mortgage having been duly filed and recorded with the Approved Flag;






	61.2.7	No Event of Default having occurred and continuing unremedied, and no other event having occurred and continuing which with the giving of notice and/or lapse of time would, if not remedied, constitute an Event of Default;






	61.2.8	Each of the representations and warranties contained in Clause 43 of this Charter being true and correct in all material respects on the Delivery Date by reference to the facts and circumstances then existing;






	61.2.9	The Owners having, through their agents, carried out a full delivery condition survey of the






32







Vessel and received from those agents a full report of that survey as to the physical condition of the Vessel, its coatings, machinery and equipment and detailed inventory in a form and substance satisfactory to the Owners and if, notwithstanding this condition precedent, Owners deliver the Vessel hereunder without having carried out such survey or without having received such report they shall be entitled to carry out and arrange the same at any time on any scheduled port call, even if this causes interference with the scheduling or operations of the Vessel; and



	61.2.10	the Owners' Bank being satisfied that there is no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on the transactions contemplated under the Transaction Documents, the Vessels or any other assets, liabilities, (actual or contingent), operations, condition (financial or otherwise) or prospects of the Guarantor, the Charterers, or Stena Weco.






	62.	MISCELLANEOUS






	62.1	No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it other than the Owners' Bank and their respective officers or members of the management board or shareholders or members.






	62.2	In the event of any amendment or variation to this Charter, no consent shall be required from any third party expressing to have rights under this Charter.






	62.3	If there is any conflict between the terms of the additional clauses and the printed part of this Charter, the terms of the additional clauses shall prevail.






	62.4	This Charter and the other Transaction Documents constitute the whole agreement between the parties relating to the subject matter hereof and replace any prior correspondence, documents, agreements, discussions and/or representations in their entirety, save to the extent that additional documentation or information is required by the terms of Transaction Document to be provided by one party or its affiliate to the other party or its affiliate.






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EXECUTION PAGE


	
CHARTERS

	 	 
	 	
)

	 
	
EXECUTED

	
)

	 
	 	
)

	 

/s/ Andreas Louka


	
by

	 

Andreas Louka

	
)

	 
	
expressly authorised in accordance with


the laws of the Marshall Islands


by virtue of a power of attorney granted


by Monte Carlo One Shipping Company Limited

	
)


)


)


)


)

	 
	 	 	 	 
	 	 	 	 
	 	 	 	 








	
OWNERS

	 	 
	 	
)

	 
	
EXECUTED

	
)

	 
	 	
)

	 
	
by

	 

John Hartigan             As Attorney in Fact

	
)

	 

/s/ John Hartigan


	
expressly authorised in accordance with


the laws of the Marshall Islands


by virtue of a power of attorney granted


by Monte Carlo One Shipping Company Limited

	
)


)


)


)


)

	 
	 	 	 	 








	
RMI SPECIAL AGENT

	 	 
	 	 	 	 
	
ACKNOWLEDGED


by ___________________________________


 

	
)


)

	 
	
 

	
 

	
 

	 




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APPENDIX "A"


RETURN CONDITION


Upon any redelivery of the Vessel under or pursuant to the Charter, even if on termination of the Charter or on a non-consensual basis, Charterers shall be obliged to ensure that the Vessel is in the condition specified below. In the event that the Vessel is not in such condition when it is returned to, or recovered by Owners then Charterers shall be liable to Owners for an amount equal to the cost of putting the Vessel in such condition, even if Owners elect not to complete such work (the cost of any work required but not actually completed being deemed for these purposes to be the cost estimated by independent ship surveyors appointed by Owners for that purpose).


1)            The Vessel to be staunch and seaworthy


2)            The Vessel and everything on board to be in the same condition as when delivered (as evidenced by Owners' survey referred to in Clauses 7 and Rider Clause 61.2.9 and including all items inventoried at delivery or suitable replacements therefor if broken, damaged or missing), fair wear and tear excepted


3)            The Vessel, her machinery, equipment and coatings shall be free of damage of any sort and Owners shall be entitled to require Charterers to drydock the Vessel at Charterers' expense for the purpose of establishing the condition of the underwater parts and drawing the tail shaft for inspection


4)            All machinery and equipment on board to be in full working order, whether or not subject to fair wear and tear.


5)            All machinery, equipment and coatings to have been maintained in accordance with manufacturers recommendations


6)            A full set of each manufacturer's recommended spares to be delivered on board or ashore for each item of machinery and equipment


7)            The Vessel to be in class free from recommendations with all continuous survey cycles up to date and all class and safety certificates having at least 6 months unexpired.


8)            All class records for the whole period of the Charter to be delivered to Owners together with certified copies of deck and engine log books for three years immediately prior to redelivery of the Vessel.



35







APPENDIX "B"


GENERAL ASSIGNMENT



36







APPENDIX "C"


CHARTER ASSIGNMENT



37







APPENDIX "D"


CHARTERERS' GUARANTEE



38







APPENDIX "E"


SHARE PLEDGE



39







APPENDIX "F"


CALL OPTION AGREEMENT



40







APPENDIX "G"


MANAGERS' UNDERTAKINGS



41







APPENDIX "H"


FEE LETTER












 




42