Exhibit 10.8


 


and


 


SHIP
MANAGEMENT AGREEMENT


 


1

















 


MANAGEMENT AGREEMENT


 


INDEX


 


	
  PART

  	
   

  	
  SUBJECT MATTER

  	
   

  	
  PAGE NO.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part i

  	
   

  	
  Vessel Details

  	
   

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part ii

  	
   

  	
  Terms of Agreement

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Definitions & Interpretation

  	
   

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
  2.

  	
  Appointment of Managers

  	
   

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
  3.

  	
  Basic Services

  	
   

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
  3.1

  	
  Crewing

  	
   

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
  3.2

  	
  Technical Management

  	
   

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
  3.3

  	
  Purchasing

  	
   

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
  3.4

  	
  Insurance

  	
   

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
  3.5

  	
  Accounting and Budgeting

  	
   

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
  3.6

  	
  Operations

  	
   

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
  3.7

  	
  Information System Software

  	
   

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
  3.8

  	
  Shipboard Oil Pollution Emergency Plan

  	
   

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  3.9

  	
  OPA

  	
   

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  3.10

  	
  Assistance with Sale of Vessel

  	
   

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  4.

  	
  Other Services

  	
   

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  5.

  	
  Manager’s Obligations

  	
   

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  6.

  	
  Owner’s Obligations

  	
   

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  7.

  	
  Management Fee

  	
   

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
  8.

  	
  Payments and Management of Funds

  	
   

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
  9.

  	
  Manager’s Right to Sub-Contract

  	
   

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
  10.

  	
  Responsibilities

  	
   

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
  10.1

  	
  Force Majeure

  	
   

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
  10.2

  	
  Liability to Owners

  	
   

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
  10.3

  	
  Indemnity – General

  	
   

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
  10.4

  	
  Indemnity – Tax

  	
   

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
  10.5

  	
  Himalaya

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  11.

  	
  Prosecution of Claims/  Disputes other than Insurance

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  12.

  	
  Auditing, Records

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  13.

  	
  Inspection of Vessel

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  14.

  	
  Compliance with Laws & Regulations

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  15.

  	
  Duration of the Agreement

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  15.1

  	
  Termination by Notice

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  15.2

  	
  Termination by Default – Owners

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  15.3

  	
  Termination by Default – Managers

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  15.4

  	
  Liquidation

  	
   

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
  15.5

  	
  Extraordinary Termination

  	
   

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
  16.

  	
  Confidentiality

  	
   

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
  17.

  	
  Third Party Rights

  	
   

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
  18.

  	
  Law and Arbitration

  	
   

  	
   

  	
  12

  	
   

  



 


2

















 


	
   

  	
   

  	
  19.

  	
  Amendments to Agreement

  	
   

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
  20.

  	
  Time Limit for Claims

  	
   

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
  21.

  	
  Condition of Vessel

  	
   

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
  22.

  	
  Use of Associated Companies

  	
   

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
  23.

  	
  Notices

  	
   

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
  24.

  	
  Staff Loyalty

  	
   

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
  25.

  	
  Entire Agreement

  	
   

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part iii

  	
   

  	
  Other Services

  	
   

  	
   

  	
  14-15

  	
   

  
	
  Part iv

  	
   

  	
  Fee Schedule

  	
   

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part v

  	
   

  	
  Fleet Details

  	
   

  	
   

  	
  17

  	
   

  
	
  Part vi

  	
   

  	
  Initial Budget

  	
   

  	
   

  	
  18

  	
   

  
	
  Part vii

  	
   

  	
  Special Running Expenses

  	
   

  	
   

  	
  19

  	
   

  



 


3

















 


SHIP MANAGEMENT AGREEMENT
- PART I


 


	
  1. Vessel Details

  	
   

  
	
  Name:

  	
  GT/NT

  
	
  Flag:

  	
  Class

  
	
  Type:

  	
  Year Built

  
	
   

  	
   

  
	
  2. Owners

  	
   

  
	
  Name:

  	
   

  
	
  Registered Office:

  	
   

  
	
  Country of Incorporation:

  	
   

  
	
  Principal Place of
  Business:

  	
   

  
	
   

  	
   

  
	
  Telephone Number

  	
  Fax Number:

  
	
  Contact Name:

  	
  Position:

  
	
   

  	
   

  
	
  3. Managers

  	
   

  
	
  Name:

  	
  V.Ships Management Limited

  
	
  Registered Office:

  	
  Eaglehurst, Belmont Hill, Douglas, Isle of Man

  
	
  Country of Incorporation:

  	
  Isle of Man

  
	
   

  	
   

  
	
  Telephone Number:  +44
  1624 688 886

  	
  Fax Number: +44 1624 688 899

  
	
  Contact Name: David
  Greenhalgh

  	
  Position: Managing Director

  
	
   

  	
   

  
	
  4. Date of Commencement of Agreement
  (Clause 2.1)

  
	
   

  
	
  5. Notices to Owners:

  	
  at the address and fax numbers stated in Box 2

  
	
   

  	
   

  
	
  6. Notices to Managers:

  	
  at the address and fax numbers stated in Box 2 with a copy to  Marine Legal Services Limited, Gate House, 1
  Farringdon Street, London EC4M
  7NS tel (44) (0) 20 7329 2422 fax (44) (0) 20 7236 2894

  
					



 


It is mutually agreed between the party mentioned in Box 2 of Part I
(hereinafter called “the Owners”) and the party mentioned in Box 3 of Part I
(hereinafter called “the Managers”) that this Agreement consisting of PARTS I
to VI inclusive shall be performed subject to the conditions contained herein.
In the event of a conflict of conditions, the provisions of an applicable
Appendix of Part III shall prevail over the provisions of PART II to the extent
of such conflict but only in respect of the Management Service to be provided
in terms of such applicable Appendix. In the event of a conflict between the
Fee Schedule and the provisions of an applicable Appendix of Part III, the
provisions of the Fee Schedule shall prevail.


 


	
  Signature(s) (Owners)

  	
   

  	
  Signature(s) (Managers)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  	
  Title

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  	
   

  



 


4

















 


SHIP MANAGEMENT AGREEMENT
- PART II


 


1.             Definitions and
Interpretation


 


1.1           In this Agreement, in addition to terms
defined in Part I, save where the
context otherwise requires, the following words and expressions shall have the meanings hereby
assigned to them. “Basic Services” means services relating to
Crewing, Technical Management,
Purchasing, Insurance, Accounting and Budgeting, Operations, Managers’ Information System Software, Shipboard Oil Pollution Emergency
Plan, OPA and Assistance with
Sale provided in accordance with Clause 3. “Crew Support Costs” means
all expenses of a general nature
not particularly referable to any individual vessel for the time being managed by the Managers and
incurred for the purpose of
providing an efficient supply of officers and ratings, including training schemes for officers and
ratings, cadet training schemes,
study pay, recruitment and interviews. “Fee Schedule” means the
Schedule comprising Part IV or any revised
Fee Schedule prepared by the Managers after the date hereof to record adjustments to the fees
payable from time to time under
this Agreement.


 


“Fleet” shall mean any vessel owned or operated now or  hereafter by the Owners or any parent
subsidiary or associated company
of the Owners and the vessels (if any) details of which are set out in Part V hereto or any
revised Part V executed after the
date hereof to record changes in the constitution of the Fleet.


 


“Information System Software” means the Managers’  proprietary ship management software in
executable object code form as
described in Clause 3.7 l as the same may be upgraded and updated from time to time.


 


“ISM Code” means the International Management Code for  the Safe Operation of Ships and for Pollution
Prevention adopted by Resolution
A.714 (18) of the International Maritime Organisation on 4 November 1994 and incorporated on 19 May 1994 into the SOLAS Convention 1974 as Chapter
IX or any subsequent amendment
thereto.


 


“ISPS Code” means the International Ship and Port Facility
Security Code as adopted on 12 December 2002 by resolution 2 of the Conference of Contracting Governments
to the International Convention
for the Safety of Life at Sea 1974.


 


“Management Services” means Basic Services and Other Services.


 


“OPA” means the United States Oil Pollution Act of 1990,
regulations made thereunder, and
any subsequent amendment thereto.


 


“Other Services” means any Services provided by Managers
except Basic Services, and
includes, but is not limited to any of the functions affirmatively indicated in Boxes 1 to 8 of the Fee Schedule.


 


“Severance Costs” means the costs which are required in law
to be paid to the Crew as a
result of the early termination of contracts
for service on board the Vessel.


 


“SMS” means a Safety Management System in accordance with
the ISM Code.


 


“SSP” means a Ship Security Plan in accordance with
the ISPS Code.


 


“STCW” means the International Maritime Organisation  Convention on Standards of Training
Certification and Watchkeeping for
Seafarers 1978 and as subsequently amended.


 


“the Vessel” shall mean the vessel details of which are set out
in Box 1 of Part I.


 


1.2           Clause Headings are inserted for convenience
and shall be ignored in
construing this Agreement; words denoting the singular number shall include the plural number and vice  versa;
references to Parts are to Parts of this Agreement; references to Clauses are to Clauses of Part II except
where otherwise expressly stated;
and references to any enactment include any re-enactments, amendments and extensions thereof.


 


2.             Appointment of Managers


 


2.1           With effect from the date stated in Box 4 of
Part I (the “Date of Commencement”)
and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the
Managers of the Vessel.


 


2.2           In performing any of the Management Services
the Managers shall, as agents for
and on behalf of the Owners, have authority to take such steps as the Managers may from time to time in their absolute discretion consider to be
necessary to enable them to
perform this Agreement in accordance with sound ship management practice.


 


3.             Basic Services


 


Subject to the terms and
conditions herein provided, during the  period of this Agreement the Managers shall carry out, as agents for and on behalf of the Owners, Basic
Services in accordance with the
following provisions of this Clause.


 


3.1           Crewing


 


3.1.1        The Managers shall provide suitably qualified
crew for the Vessel and its trade
as required by the Owners and in accordance
with current STCW requirements, provision of which includes but is not limited to the following
functions:-


 


(i)    selecting and engaging Master, officers and
crew (hereinafter collectively
referred to as the “Crew”); where the
Owners make a complaint about any member of the Crew the Managers will promptly investigate the same and if it proves to be justified, replace the
Crew member concerned as soon as
practicable;


 


(ii)   ensuring that the applicable requirements of
the law of the flag of the Vessel
are satisfied in respect of manning levels, rank, qualification and certification of the Crew, and employment regulations including Crew’s
tax, social insurance, discipline
and other requirements;


 


(iii)  ensuring that all members of the Crew have passed
a medical examination with a
qualified doctor certifying that
they are fit for the duties for which they are engaged and are in possession of valid medical
certificates issued in accordance
with appropriate flag state and P&I Club requirements. In the absence of applicable flag state requirements the medical certificate shall be
dated not more than three months
prior to the respective Crew members
leaving their country of domicile and maintained for the duration of their
service on board the Vessel.


 


(iv)  arrangement of transportation of the Crew,
including repatriation;


 


(v)   supervising the efficiency of the Crew and
using the Manager’s standard crew
appraisal system (written or electronic)
and administration of all other Crew matters such as planning for the manning of the Vessel;


 


(vi)  making payroll arrangements, including
settling manning and agency
expenses for the manning agents in the Crew’s country of origin and, if applicable, payment of Severance Costs;


 


(vii) conducting union
negotiations and making agreed  payments to unions;


 


(viii) operating the Managers’
Drug and Alcohol Policy;


 


(ix)   arranging Crew training in accordance with the
Managers’ policies but always in
compliance with STCW, records of such
training being maintained in the Manager’s standard format.


 


	
  OMEGA - Ship
  Management Agreement

  	
   

  	
  OWNERS

  	
   

  	
  o

  	
   

  	
  MANAGERS

  	
   

  	
  o

  



 


5

















 


3.1.2        Crew Claims


 


The
Managers will prepare and process all Crew insurance claims.


 


*The final claim will be
presented by the Managers direct to Owners’ P & I Club.


 






(*delete as appropriate)


 


Technical
Management


 


3.2           The Managers shall provide technical management which includes, but is
not limited to the following functions:-


 


	
  (i)

  	
   

  	
  provision of personnel to supervise the maintenance and general
  efficiency of the Vessel;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  arrangement and supervision of drydockings, repairs,  modifications to and the upkeep of the
  Vessel to the standards
  required by the Owners provided that the Managers shall be entitled to incur the necessary expenditure to ensure that the Vessel will
  comply with all requirements
  and recommendations of the classification society and equipment manufacturers, and with the laws and regulations of the country of registry
  of the Vessel and of the places
  where she trades;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  arrangement of periodic analysis of the bunker fuel,  lubricating oils and chemicals by third
  parties (the costs being
  included in the Vessel’s running costs);

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  appointment of surveyors and technical consultants as  the Managers may consider from time to time
  to be necessary;

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  visits to the Vessel by superintendents (other than cargo  superintendents pursuant to Appendix 7 or in
  relation to drydockings or
  vetting procedures) or other staff of the Managers for up to 24 days in any calendar year (or pro  rata for part of a calendar year);

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  notifying the Owners of any extraordinary and/or non  budgeted expenditure in excess of US$ 10,000; and

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  development, implementation and maintenance of an  SMS and an SSP.

  



 


3.3           Purchasing


 


3.3.1        The Managers shall arrange for the supply of
necessary victualling, stores,
spares, provisions, lubricating oils and services for the Vessel. To enable the Managers to arrange such supplies on the most advantageous terms, the
Managers shall be entitled to
join with other parties in making arrangements
for bulk purchase. The Managers are presently members of Marine Contracting Association Limited (“MARCAS”), a company established to negotiate
on behalf of its members prices,
terms and conditions regulating the bulk purchasing of goods and services for the marine industry.


 


3.3.2        Where MARCAS has negotiated terms and
conditions with suppliers of any
stores, spares provisions, or lubricating oils (“Goods”) and/or suppliers of services required by the Vessel, then the purchase of such Goods and services
will, unless operational or other
circumstances otherwise require, be undertaken with such suppliers on the basis of the terms and conditions negotiated by MARCAS.


 


3.3.3        The Owners have received details from the
Managers of the business rules
and operating procedures adopted by MARCAS, and agree to comply with such rules and operating procedures as the same may be amended from time to time.


 


3.3.4        Details of the suppliers contracted by MARCAS
and prices available from such
suppliers will be available to Owners. Owners acknowledge that all information relating to prices is confidential and undertake not to disclose the
same to third parties without the
prior written consent of the Managers.


 


3.3.5        The Owners acknowledge that they are aware
that prices obtained from
suppliers require strict adherence to the payment terms agreed with suppliers (normally 45 days
from date of invoice), and any
failure by the Owners to provide the Managers with funds to settle sums due to suppliers on time will (in the absence of a good faith dispute)
result in an immediate 5% surcharge, and monthly interest charges of 1% per
month or part thereof being rigorously applied by suppliers. The Managers are hereby expressly authorised
to settle such surcharge and
interest charges from any sums held by them on behalf of Owners, unless same is disputed by Owners in writing and with reasonable cause. The Owners further
acknowledge that they are aware
if payments to suppliers are regularly made late, or if suppliers are not satisfied with Owners’ credit rating,suppliers may refuse to supply at the
prices and on the terms negotiated
by MARCAS.


 


3.3.6        MARCAS will where practicable obtain a best
price charter from suppliers that
the prices for all Goods and services purchased by MARCAS’s members will be the lowest prices available. If the Owners are able to obtain in good faith,
on arms’ length terms, on a true
like for like basis (including quality, certification, timing, manufacturer, place of supply, etc, but ignoring taxes and exchange rate
fluctuations), the same Goods and/or
services at a lower price than that obtained by MARCAS, the Owners will supply full details to the
Managers who will promptly raise
the matter with MARCAS and pass on to Owners any refund obtained by MARCAS from the supplier.


 


3.3.7        The Owners acknowledge that they are aware
that in the event of the
activities of MARCAS (or any other company or association or consortium of which the Managers may from time to time be members) generating a surplus,
such surplus may be distributed
among and retained by its members, including
the Managers.


 


3.4           Insurance


 


3.4.1        The Managers shall arrange such insurances as
agreed with the Owners in accordance with the following provisions.


 


3.4.2        The Managers shall arrange such insurances as
the Owners shall have instructed
or agreed, in particular as regards values, deductibles and franchises. At each renewal or at such intervals as the Owners may instruct the
Managers will:


 


	
  (i)

  	
   

  	
  consult with Owners as to any changes in insured values required;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  agree premiums, franchises and deductibles and any other changes for
  the new policy year; and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  update the budget to reflect changes in insurance premiums.

  



 


For the avoidance of doubt
under no circumstances will the  Managers be liable to the Owners for any losses which the Owners may incur as a result of the level of
insured values.


 


3.4.3        The Managers shall engage the services of
their appointed insurance brokers
to assist them in arranging such insurances and advise Owners of any commission payable to the brokers.


 


3.4.4        It is Manager’s responsibility to do so
(following Owner’s advice), that
throughout the period of this Agreement the Vessel will be insured at the Owners’ expense for not less than sound market value or entered for full gross
tonnage, as the case may be, for:


 


	
  (i)

  	
   

  	
  usual hull and machinery risks (including crew negligence  and, if obtainable, by the insertion of a
  liner negligence clause) and
  excess liabilities (including Increased Value Insurance);

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  loss of hire insurance (should the Owners so direct)

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  protection and indemnity risks (including pollution risks), Freight
  Demurrage and Defence; and

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

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

  



 


in
accordance with the best practice of prudent owners of  vessels of a similar type to the Vessel, with
first class insurance companies underwriters or associations (“the Owners’Insurances”). Owners will have the right
to request specific Underwriters
or associations to participate, with the consent of the Managers.


 


6

















 


3.4.5        The Owners shall procure that Owners’
Insurances name the Managers and
any additional party designated by the Owners or the Managers as a joint assured for protection and indemnity risks (including pollution risks) and a named
assured on all other policies,
with the benefit of full cover or as a loss payee (in case of financing arrangements) and full
waiver of subrogation. The
Managers shall obtain cover in respect of each of the insurances specified in Clause 3.4.4 above (if reasonably obtainable) on terms whereby the Managers and
any such third party are not
liable in respect of premiums or calls arising in connection with the Owners’ Insurances.


 


3.4.6        As between the Owners and the Managers, the
Managers shall not be responsible
for paying any premiums or calls arising in connection with such insurances, unless funds have been provided to that effect in accordance with
Clause 8 in which case the
Mangers shall be responsible for the due and punctual payment of the premium. On termination of this
Agreement (howsoever occasioned)
or where the Owners make a change in
the P & I Club in which the Vessel is entered, the Owners shall, unless the Managers otherwise agree,
pay such release call as is
required by the P & I Club in which the Vessel was entered. For the avoidance of doubt, it is
agreed that the Owners shall be
liable for all deductibles applying to any insurance policy.


 


3.4.7        The Managers shall compile such statistics and
enter into negotiations with such
underwriters and P & I Clubs as they consider necessary or desirable in order to arrange such insurances (following also Owners’
instructions).


 


3.4.8.       Once insurances are placed the Managers shall
arrange for all cover notes to be
checked and for all debit notes to be paid as required.


 


3.4.9        Unless otherwise indicated by the Owners, the
Managers shall handle and or
procure the settling of all insurance average and salvage claims in connection with the Vessel.


 


3.4.10      The Managers shall be entitled to receive
additional remuneration for time
spent on the insurance, average and salvage claims (charged at the rate of US$650 per man per day of 8 hours in respect of the preparation and
prosecution of claims, the
supervision of repairs and the provision of documentation relating to adjustments).


 


3.5           Accounting and Budgeting


 


3.5.1        The Managers shall:


 


	
  (i)

  	
   

  	
  maintain the records of all costs and expenditure incurred  hereunder as well as data necessary or
  proper for the settlement of
  accounts between the parties;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  establish an accounting system for the Vessel and supply  regular reports in accordance therewith in
  the Managers’ standard format
  or such other form as may be mutually agreed in writing with the Owners.

  



 


3.5.2        The Managers shall present to the Owners
annually a budget for the
following twelve months in the Managers’ standard format or such other form as may be mutually
agreed in writing. The budget for
the period following the date stated in Box 4 of Part I is set out in Part VI. Subsequent annual budgets shall be prepared by the Managers and
submitted to the Owners in each
year in respect of the following year not later than three months before the end of the period.


 


3.5.3        The Owners shall indicate to the Managers
their acceptance and approval of
the annual budget within 14 days of presentation and in the absence of such acceptance the Managers shall be entitled to assume that the Owners have
accepted the said budget.
Following the agreement of the budget, the Managers shall prepare and present to the Owners their
estimate of the working capital
requirement of the Vessel. The budget will be discussed between the Managers and Owners, and adjustments made as agreed. Should agreement not be
reached, the Owners and/or
Manager will have a right to terminate this agreement, as per clause 15.1.


 


3.5.4        The Managers shall produce a monthly
comparison between budgeted and
actual expenditure of the Vessel in the Managers’ standard format or such other form as may be
mutually agreed in writing. In
addition the Managers shall provide a narrative report on such comparisons on a quarterly basis.


 


Operations


 


3.6           As required by the Owners, the Managers shall,
as agents for the Owners, provide the following functions:-


 


	
  (i)

  	
   

  	
  monitoring voyage instructions and liaising as appropriate with the
  Owners, the Owners’ brokers and charterers;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  appointment of agents;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  appointment of stevedores;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  arrangement of surveying of cargoes.

  



 


3.7           Information System Software


 


3.7.1        The Managers will, subject to the remaining
provisions of this Clause 3.7,
provide the Owners and the Vessel with the Information System Software to allow information from both the Vessel’s and the Managers’ office to be
accessed directly by the Owners
via the “Partnership Network” secure website. Financial, technical and operational information relating to the Vessel will be available from both the Vessel
and office outputs, with the
ability to “drill down” on accounts. This will provide the Owners with immediate access to the same
information available to the
Managers and to reports generated for the Owners, with a view to providing improved efficiency and cost savings to the Owners in his overview of the
management of the Vessel.


 


3.7.2        Should the Owners have existing software
applications on board the Vessel
which they wish to retain, the Owners will permit the Managers to carry out an on board audit to assess the suitability, compatibility with the
Information System Software, and
any risks or disadvantages associated with the continued use of such applications.


 


3.7.3        The main features of the Information System
Software at the date of this Agreement are:


 


	
  (i)

  	
   

  	
  comprehensive management software providing single  point of entry to the Vessel incorporating
  crew administration and
  payroll, vessel noon reporting, operational
  and port reporting, defect and deficiency reporting and performance monitoring;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  a ship to shore and shore to ship e-mail package with  itemised billing providing cost efficient
  communications available to
  both Owners and their charterers; and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  a computerised maintenance system including inventory  control and automated purchase order
  handling. (An initial charge,
  to be agreed with Owners, may be made for the set-up of the maintenance database, depending on the system currently existing on board
  the Vessel).

  



 


3.7.4        The costs for the Information System Software
are set out in the Fee Schedule,
and are included in the Vessel’s running costs, as follows:


 


	
  (i)

  	
   

  	
  the licence fee;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  remote access from the Owners’ Office through the Managers’
  PartnerShip network;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  maintenance, updates and upgrades;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  24 hour support;

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  provision of anti-virus
  software and regular upgrades;

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  operational manuals on CD ROM and regular updates;

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  annual audit on board the Vessel providing a system health check;

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  user manuals and training of the Crew in the use of the Information
  System Software; and

  
	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  e-mail on board the Vessel with itemised billing for Owners and
  charterers.

  



 


7

















 


3.7.5        Such costs do not include:


 


	
  (i)

  	
   

  	
  the costs of appropriate hardware on board the Vessel;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  travel and other related costs for installation and set-up of the
  Information System Software on board the Vessel;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  travel costs to and from the Vessel in connection with the annual audit;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  the set-up cost of the data base for the maintenance system; and

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  any specific reports specified by the Owners where new data/specialist
  reporting is required.

  



 


3.7.6        Installation and set-up of the Information
System Software will be
undertaken on a date agreed between the Managers and the Owners having regard to the Vessel’s
schedule and the availability of
the Managers’ personnel.


 


3.7.7        Solely for the duration of this Agreement the
Managers hereby grant the Owners
a personal, non-transferable non-exclusive licence to use a single copy of the Information System Software as installed by the Managers on a single
computer on board the Vessel.


 


3.7.8        The Information System Software is owned by
the Managers or its subsidiaries
and is protected by applicable copyright and patent laws. The Owners may not copy the Information System Software (except for back-up purposes only) or
any written materials which
accompany it, and may not sell, rent, lease, lend, sub-licence, reverse engineer or distribute the Information System Software or such written
materials.


 


3.7.9        The Managers do not warrant that the
Information System Software will
meet the Owners’ requirements or that the use or operation of the Information System Software will be uninterrupted or error free.


 


3.8           Shipboard Oil Pollution
Emergency Plan


 


3.8.1        The Managers will prepare and obtain all
necessary approvals for a
shipboard oil pollution emergency plan (SOPEP) in a form approved by the Marine Environment Protection
Committee of the International
Maritime Organisation pursuant to the requirements of Regulation 26 of Annex I of the International Convention for the Prevention of Pollution
from Ships, 1973, as modified by
the Protocol of 1978 relating thereto, as amended (MARPOL 73/78).


 


3.8.2        The SOPEP will be written in the English
language and will be reviewed and
updated from time to time. If required the Managers will arrange for the translation of the SOPEP into another language, the cost of translation
being recoverable in terms of
Clause 7.4.


 


3.8.3        The Managers will also undertake regular
training of the Crew in the use
of the SOPEP including drills to ensure that the SOPEP functions as expected and that contact and information details specified are accurate.


 


3.9           OPA


 


3.9.1        The Managers will:-


 


	
  (i)

  	
   

  	
  arrange for the preparation, filing and updating of a  contingency Vessel Response Plan in
  accordance with the requirements
  of OPA and instruct the Crew in all aspects of the operation of such plan; The Vessel will carry the necessary COFR on board as well as any other
  contingency plans and permits to trade in the USA.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  identify and ensure the availability by contract or  otherwise of a Qualified Individual, a Spill
  Management Team, an Oil Spill
  Removal Organisation, resources having
  salvage, firefighting, lightering and, if applicable, dispersant capabilities, and public
  relations/media personnel to
  assist the Owners to deal with the media in the event of discharges of oil.

  



 


3.9.2        The Managers are expressly authorised as agents
for the Owners to enter into such
arrangements by Contract or otherwise
as are required to ensure the availability of the services outlined in Clause 3.9.1. The
Managers are further expressly
authorised as agents for the Owners to enter into such other arrangements as may from time to
time be necessary to satisfy the
requirements of OPA or other Federal or State laws.


 


3.9.3        The Owners will pay the fees due to third
parties providing the services
described above together with a fee to the Managers for their services. The level of fees will be
included in the Vessel’s running
costs.


 


3.9.4        On termination of this Agreement, the Vessel
Response Plan and all
documentation will be returned to the Managers at the expense of the Owners.


 


Assistance
with Sale of Vessel


 


3.10         The Managers shall, if requested, provide
Owners with technical assistance
in connection with any sale of the Vessel. The Managers will, if requested in writing by the Owners, comment on the terms of any proposed Memorandum of
Agreement, but the Owners will
remain solely responsible for agreeing the terms of any Memorandum of Agreement regulating any sale.


 


4.             Other Services


 


4.1           Subject to the terms and conditions herein
provided, during the period of
this Agreement the Managers shall carry out, as agents for and on behalf of the Owners, such Other Services as shall have been indicated in Boxes 1 to 7 of
the Fee Schedule.


 


4.2           Other Services shall be provided in accordance
with the terms of the Appendices
contained in Part III.


 


5.             Managers’ Obligations


 


5.1           The Managers undertake to use all reasonable
endeavours to provide the Basic
Services and the Other Services to be provided in accordance with Clauses 3 and 4 as agents for and on behalf of the Owners in accordance with
sound ship management practice
and to protect and promote the interests of the Owners in all matters relating to the provision of Management Services


 


PROVIDED HOWEVER that the
Managers in the performance of  Management Services shall be entitled to have regard to their overall responsibility in relation to all
vessels which may from time to
time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to
allocate available supplies,
manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.


 


5.2           Where the Managers are providing technical
management in accordance with
Clause 3.2, they shall procure that the requirements of the law of the flag of the vessel are satisfied, and they shall be deemed to be “the Company”
as defined by the ISM Code,
assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code and by the ISPS Code.


 


6.             Owners’ Obligations


 


6.1           The Owners shall pay all sums due to the Managers punctually in
accordance with the terms of this Agreement.


 


6.2           Where the Managers are not providing technical
management in accordance with
Clause 3.2, the Owners, or such third party as may be appointed by them and identified to the Managers, shall be deemed to be “the Company” as defined
by the ISM Code, assuming the
responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code and by the ISPS Code.


 


6.3           The Owners will deliver to the Managers copies
of the Vessel’s Certificate of
Registry and copies of all her trading and classification certificates. In addition, in the case of a new Vessel, the Owners will deliver a copy of the
Building Contract and
specification, and in the case of a second hand vessel, a copy of the Memorandum of Agreement in terms
of which the Owners acquired the
Vessel.


 


8

















 


The Owners shall be entitled
to delete any confidential  information
(such as price) from the Building Contract or Memorandum of Agreement.


 


6.7           The Owners will on request provide the
Managers with full details, in
writing, of the ultimate beneficial owners of their share capital provided that the Managers
substantiate the reasonableness
of their request for the fulfillment of their duties.


 


6.8           The Owners agree to implement in full the
terms and conditions of
employment under which the Crew are engaged by the Managers as agent for the Owners. The Owners shall be the employer of the Crew and under no
circumstances shall the Managers
be deemed to be the employer of the Crew. If the Vessel is covered by an ITF approved agreement the Owners authorize the Managers to sign the ITF Special
Agreement on their behalf and
agree to provide all information necessary for this purpose.


 


6.9           The Owners shall be obliged to obtain the SCAC
code and International Carrier
Bond as required in order to access the US Bureau of Customs and Border Protection automated manifest system, as required by 68 Fed Reg 68139 and as
amended.


 


6.10        Data Protection


 


6.10.1      In respect of any Personal Data supplied to the Owners, the Owners warrant (save as provided in Clause
16.3):


 


	
  (i)

  	
   

  	
  that they are legally entitled to process the Personal Data  and will do so only on behalf of the
  Managers and in compliance with
  their instructions and will take all appropriate technical and organisational security
  measures to protect the Personal
  Data against destruction, loss, alteration, unauthorized disclosure or access and against all other
  unlawful forms of processing;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  to notify the Managers promptly of (a) any legally binding request for
  disclosure of the Personal Data by a law  enforcement authority unless otherwise
  prohibited; (b) any accidental
  or unauthorized access in respect of the Personal Data; (c) any request from a Data Subject
  for access to his Personal
  Data, without responding to that request, unless it has been otherwise authorized to do so; and (d)
  any reason why they are unable
  to comply with clause 6.9.1(i), in which case the Managers are entitled to suspend the transfer of data; (iii) to destroy promptly all Personal Data
  transferred and certify to the
  Managers that they have done so (a) if the Data Subject is not offered or does not accept
  employment on the Vessel and
  (b) on termination of this Agreement.

  



 


6.10.2      “Personal Data” means any information or data
relating to an identified or
identifiable living individual (“Data Subject”) who can be identified from that information or data or from that information or data and other information
or data which is in the
possession of or likely to come into the possession of the Managers.


 


“Processing” of Personal Data
means obtaining, recording or  holding Personal Data or carrying out any operation or set of operations on the Personal Data, including its
organization, adaptation or
alteration; its retrieval, consultation or use; its disclosure by transmission, dissemination or
by being otherwise made
available; or its alignment, combination, blocking, erasure or destruction.


 


7.             Management Fee


 


7.1           The Owners shall pay to the Managers a fee in
the amount stated in the Fee
Schedule in respect of Basic Services which shall be payable by equal monthly instalments in advance, the first instalment being payable one month
before the Vessel is handed over
to the Managers and subsequent instalments being payable monthly in advance.


 


7.2           If the Managers ’ superintendents or other
staff spend more than 24 days
visiting the Vessel in any calendar year (or pro  rata for part of a calendar year) visits in excess of 24 days shall be
charged at the rate of US$ 650 per day, unless in case of drydock.


 


7.3           Where Other Services are provided, the Owners
shall pay to the Managers fees therefore
at the rates and times specified in the applicable Appendix or Appendices of Part III and/or the Fee Schedule.


 


7.4           The Managers shall, at no extra cost to the
Owners, provide their own office
accommodation, office staff and office stationery. The Owners shall reimburse the Managers for all expenses properly incurred under the terms of
this Agreement on behalf of the
Owners, including, without prejudice to the foregoing generality, postage and communication expenses (which the Managers shall allocate among all
vessels managed by them on a
basis which the Managers consider to be fair and reasonable having regard to the trade of the vessels, the nationality of the crews and other relevant
factors), Crew Support Costs (as included
in the Vessel’s running costs), vessel documentation, administrative expenses of the SOPEP and SSP, traveling expenses and other out of pocket
expenses properly incurred by the
Managers in pursuance of the Management Services.


 


7.5           In the event of the termination of this
Agreement the fees payable to the Managers according to the provisions of
Clauses 7.1, 7.2 and 7.3 shall,
save as aftermentioned, be paid for a further period of two calendar months from the date of termination (or in the case of Other Services
such longer period (if any) as is
provided in the applicable Appendices) to compensate the Managers for the ongoing work which the Managers will have to continue to perform
notwithstanding such termination.
The only occasion on which the foregoing provision will not apply is where the Agreement is properly terminated by the Owners in terms of Clause
15.3 as a result of the Managers’
default. The Owners shall also pay on demand Severance Costs together with repatriation costs and expenses.


 


7.6           Fees payable to the Managers will be adjusted
annually by reference to the U.K.
retail price index. In addition where Management Services are wholly or partly provided by third parties, the fees therefore shall be adjusted
immediately to take account of increases
in the cost of such services. The Managers will, however, use all reasonable endeavours in negotiations with such third parties to minimise such
increases.


 


7.7           All fees are exclusive of Value Added Taxes or other applicable taxes.


 


7.8           Save as otherwise provided in this Agreement,
all discounts and commissions
obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.


 


7.9           If as a result of collision, accident,
emergency, or any other extraordinary
circumstances, the Managers’ workload is increased beyond that which the parties could reasonably have anticipated, the Managers shall be entitled to
reasonable additional
remuneration as allowed under the respective Insurance Policies, having regard to the nature of the incident, the personnel and resources of the Managers
deployed, and all other relevant
circumstances including insurance recoveries.


 


7.10         On or prior to the Date of Commencement the
Owners shall provide to the
Managers a sum equivalent to one twelfth of the annual budget from time to time which shall be available to the Managers in their sole discretion for payment
of any sum due under the terms of
this Agreement (“the Float”). At the end of each calendar month the Managers shall notify the Owners in the event that they have utilized the Float,
specifying the amount by which
the Float has been reduced and requesting payment of such sum as may be necessary to maintain the Float. The Owners undertake to pay forthwith
on request of the Managers such
sum as may be necessary to ensure that the Float remains equivalent to one twelfth of the annual budget from time to time. The Owners agree that on
termination of this Agreement the
Managers shall be entitled to retain all or part of the Float in payment of any sums then
outstanding under the terms of
this Agreement and, subject thereto, the Managers shall reimburse the Float to the Owners.


 


9

















 


8.             Payments and Management of
Funds


 


8.1           All sums paid to the Managers by or on behalf
of the Owners and all moneys
collected by the Managers under the terms of this Agreement (other than fees payable by the Owners to the Managers and the float referred to in Clause
8.4) shall be held to the credit
of the Owners in a separate interest bearing bank account or accounts, which shall be operated
by the Managers in trust for the
Owners.


 


8.2           Where any sums howsoever arising and whether
in respect of fees, budgeted
expenditure, non-budgeted expenditure, other liabilities (present, future, liquidated or unliquidated) or expenses are owed to the Managers in
connection with the Fleet the
Managers shall be entitled but not obliged at any time or times to apply any sums standing to the
credit of the accounts referred
to in Clause 8.1 to settle such sums.


 


8.3           The Managers shall each month request (by
letter, telex, fax or e-mail)
from the Owners the funds required to run the Vessel for the ensuing month. Such request will be
for the total of the anticipated
monthly expenditure, including, without prejudice to the generality of the foregoing, any sums due to be paid to suppliers and other third parties
in the ensuing month (as
conclusively evidenced, in the absence of manifest error, by an accounts payable listing produced
by the Managers). In addition,
the Owners shall provide the Managers
upon request with any funds which the Managers may request to cover any unexpected, occasional or extraordinary item of expenditure. All such
funds shall be received by the
Managers within ten (10) days after the receipt of such requests and shall be held to the credit of the Owners in the account(s) referred to in Clause 8.1.
The Managers shall be entitled to
allocate such funds in such manner as the Managers determine, and it shall not be open to the Owners to direct the Managers otherwise and under no
circumstances shall any funds
received be held on trust by the Managers for any specific purpose.


 


8.4           Notwithstanding anything contained herein, the
Managers shall in no
circumstances be required to use or commit their own funds to finance the provision of the
Management Services and all
payments due shall be made punctually to the Managers (and not any third party) in accordance with
the terms of this Agreement in
full without any deduction whatsoever. To cover travel and other incidental and out of pocket expenses, the Owners will provide the Managers with a float
of US$5,000, which sum will be
held in the Managers’ bank account.


 


8.5           Where the Owners delay settling fees due to
the Managers the Owners shall pay
interest thereon from the due date until the date of payment at 3% per cent over one month LIBOR.


 


8.6           In addition to the funds referred to above the
Owners shall pay and/or reimburse
the Managers in respect of all expenses incurred prior to the Date of Commencement including, but not limited to, riding crew wages, initial crew
movements, crew standby expenses,
communication and liaison expenses and ITF welfare contributions.


 


9.             Managers’ Right to
Sub-Contract


 


9.1           The Managers shall be entitled to procure
performance of the Managers’
obligations hereunder with the Owners prior written consent which shall not be unreasonably
withheld or delayed by their
parent, subsidiary or associated companies or (in the case of Other Services) third parties (hereinafter
collectively called the “Sub-Managers”)
in accordance with the following provisions
of this Clause 9.1:-


 


	
  (i)

  	
   

  	
  any such performance of all or any of the
  Managers’ obligations by the Sub-Managers shall be and constitute full and
  sufficient performance by the Managers of their obligations hereunder;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  the Owners hereby agree with the Managers that insofar  as the Sub-Managers perform the obligations
  of the Managers the
  Sub-Managers shall be entitled to the benefits of the provisions of Clause 10; and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  any performance of the Managers’ obligations by the Sub-Managers shall
  be without prejudice to the rights of the  Owners hereunder for any failure by the
  Managers in performance of the
  Managers’ duties and obligations hereunder
  and notwithstanding performance by the Sub-Managers the Managers shall remain
  solely responsible to the
  Owners for performance of their obligations hereunder.

  



 


9.2           The provisions of Clause 9.1 shall remain in
force notwithstanding termination
of this Agreement.


 


10.           Responsibilities


 


10.1         Force Majeure


 


Neither the Owners nor the
Managers shall be under any  liability
for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of
any nature or kind beyond their
reasonable control.


 


10.2         Liability to Owners


 


	
  (i)

  	
   

  	
  Without prejudice to Clause 10.1, the Managers shall be  under no liability whatsoever to the Owners
  for any loss, damage, delay or
  expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit
  arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the
  course of performance of the
  Management Services UNLESS same
  is proved to have resulted solely from the negligence, gross negligence or willful default of the Managers or their employees or agents, or
  sub-contractors employed by
  them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers’ personal act or
  omission committed with the
  intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’
  liability for each incident or
  series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder for Basic
  Services.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Notwithstanding anything that may appear to the contrary  in this Agreement, the Managers shall not be
  responsible for any of the
  actions of the Crew even if such actions are negligent, grossly negligent or willful, except only to the extent that they are shown to have resulted
  solely from a failure of the
  Managers to discharge their obligations under Clause 3.1 in which case their liability shall be limited in accordance with the terms of this Clause 10.

  



 


10.3         Indemnity - General


 


Except to the extent and
solely for the amount therein set out  that the Managers would be liable under Clause 10.2, the Owners hereby undertake to keep the Managers
and their employees, agents and
sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever
arising out of or in connection
with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full
indemnity basis) which the
Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.


 


10.4         Indemnity - tax


 


Without prejudice to the general
indemnity set out in Clause  10.3,
the Owners hereby undertake to keep the Managers, their employees, agents and sub-contractors
indemnified and to hold them
harmless against all taxes, imposts and duties levied by any government as a result of the trading or
other activities of the Owners or
the Vessel or the Fleet and that whether or not such taxes, imposts and duties are levied on the Owners or the Managers.


 


10

















 


10.5         “Himalaya”


 


It is hereby expressly agreed
that no employee or agent of the  Managers (including every sub-contractor from time to time employed by the Managers and the employees of
such subcontractors) shall in any
circumstances whatsoever be under any
liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting
directly or indirectly from any
act neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of
the foregoing provisions in this
Clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability defence and immunity of whatsoever
nature applicable to the Managers
or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers
acting as aforesaid.


 


10.6         The provisions of Clause 10 shall remain in force notwithstanding
termination of this Agreement.


 


11.           Prosecution of Claims/Disputes
other than Insurance


 


11.1         If required the Managers shall handle and
settle all claims arising out of
the Management Services hereunder (other than insurance, average and salvage claims which shall be dealt with in accordance with Clause 3.4.) with the prior
written consent of the Owners and
keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving
third parties.


 


11.2         The Managers shall, as instructed by the
Owners, bring or defend actions,
suits or proceedings in connection with matters entrusted to the Managers according to this Agreement.


 


11.3         The Managers shall also have power to obtain
legal or technical or other
outside expert advice in relation to the handling and settlement of claims and disputes or all other
matters affecting the interests
of the Owners in respect of the Vessel.


 


11.4         The Owners shall arrange for the provision of any necessary guarantee
bond or other security.


 


11.5         Subject to Owners prior approval, the Owners
shall pay to the Managers a fee
for time spent by the Managers in carrying out their obligations under Clause 11 and such fee shall be charged at the rate of US$650 per man per day of 8
hours. In addition any costs
incurred by the Managers in carrying out their obligations according to Clause 11 shall be reimbursed by the Owners.


 


12.           Auditing, Records


 


12.1         The Managers shall at all times maintain and
keep true and correct accounts
and shall make the same available for inspection and auditing by the Owners or Independent Auditors at such times as may be mutually agreed.


 


12.2         The Managers shall be entitled to microfilm or
archive all the Vessels’ records
and arrange safe storage of the same, the costs being included in the Vessel’s running costs.


 


12.3         All accounting and other records relating the
Vessel will be retained by the
Managers for a period of two years after the date of termination, for whatever reason, of this Agreement, and thereafter shall be destroyed unless the
Owners request the Managers to
deliver such records to them at the Owners’ expense.


 


13.           Inspection of Vessel


 


The Owners shall have the
right at any time to inspect the  Vessel for any reason they consider necessary. The Owners will, where practicable, give reasonable notice
to the Managers of their
intention to visit the Vessel. After such inspection should Owners advise Managers of reasonable
comments about the Vessel’s
condition and Crew’s performance, Managers undertake to take necessary
rectifying actions at the Owners expense.


 


14.           Compliance with Laws and
Regulations


 


The Managers will not do or
permit anything to be done which  might cause any breach or infringement of the laws and regulations of the country of registry of the
Vessel, and of the places where
she trades, provided always that the Managers’ obligations under this clause will only relate to matters which the Managers are in fact capable of fulfilling
and on the understanding that the
Managers receive all necessary cooperation, information and funding from the Owners.


 


15.           Duration of the Agreement


 


15.1         Termination by Notice


 


This Agreement shall come
into effect on the Date of  Commencement
(except that the Managers are authorised, prior to such date to do all such things in respect of which it shall be entitled to be paid or reimbursed
pursuant to clause 8.7) and shall
continue thereafter until terminated by either party giving to the other notice in writing, in which event this Agreement shall, subject as aftermentioned
terminate on the expiry of a period
of three months from the date upon which such notice was given. Where the Vessel is not at a safe port or anchorage on the expiry of such period,
this Agreement shall terminate on
the subsequent arrival of the Vessel at a safe port or anchorage.


 


15.2         Termination by default -
Owners


 


(i)            The Managers shall be entitled to terminate
the Agreement with immediate
effect by notice in writing if any
moneys requested by the Managers from the Owners or the owners of any vessel in the Fleet, shall not have been received in the Managers’ nominated
account within ten (10) days of
payment having been requested in writing
by the Managers or if the Owners fail to comply to the reasonable satisfaction of the Managers
with the requirements of clauses
6.3, 6.4 and 6.5.


 


(ii)           If the Owners


 


(a)           otherwise fail materially to meet their
obligations hereunder for reasons within their control, or


 


(b)           proceed with employment of or continue to
employ the Vessel in the carriage
of contraband, or in an unlawful
trade or in a manner which is, in the opinion of the Managers, is unduly hazardous or improper,


 


then the Managers may give
written notice to the Owners  specifying the default and requiring them to remedy it as soon as practically possible. In the event
that the Owners fail to remedy
such default (in the case of (a) above,
if remediable) within a reasonable time to the reasonable satisfaction of the Managers, the Managers shall be entitled to terminate this Agreement
with immediate effect by notice
in writing.


 


15.3         Termination by Default -
Managers


 


If the Managers fail
materially to meet their obligations under  this Agreement for reasons within the control
of the Managers, the Owners may
give written notice to the Managers specifying the default and requiring them to remedy it as soon as practically possible. In the event that the
Managers fail to remedy such
default, if remediable, within a reasonable time to the reasonable satisfaction of the Owners, the
Owners shall be entitled to
terminate this Agreement with immediate effect by notice in writing.


 


11

















 


15.4         Liquidation


 


This Agreement shall
terminate forthwith in the event of an  order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of
either party (otherwise than for
the purpose of reconstruction or amalgamation) or if a receiver or similar officer is appointed, or
if it suspends payment, ceases to
carry on business or makes any special arrangement or composition with its creditors. The Managers shall be entitled to terminate this Agreement
forthwith in the event of an
order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the owner of any vessel in the Fleet (otherwise than for
the purpose of reconstruction or
amalgamation) or if a receiver or similar officer is appointed to such owner, or if such owner suspends payment, ceases to carry on business or makes
any special arrangement or
composition with its creditors.


 


15.5         Extraordinary Termination


 


This Agreement shall be
deemed to be terminated in the case  of the sale of the Vessel or if the Vessel becomes a total loss or is declared
as a constructive or compromised or arranged total loss or is requisitioned. Notwithstanding such
deemed termination, fees shall be
paid in accordance with the provisions
of Clause 7.5.


 


15.6         For the purpose of sub-clause 15.5 hereof:


 


(i)            the date upon which the Vessel is to be
treated as having been sold or
otherwise disposed of shall be the date
on which the Owners cease to be registered as Owners of the Vessel;


 


(ii)           the Vessel shall not be deemed to be lost
until either she has become an
actual total loss or agreement has been reached with her Underwriters in respect of her constructive, compromised or arranged total
loss or if such agreement with
her Underwriters is not reached it is
adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or Owners
issue a Notice of Abandonment to
underwriters.


 


15.7         The termination of this Agreement shall be
without prejudice to all rights
accrued due between the parties prior to the date of termination.


 


15.8         All outstanding fees and other sums payable by
the Owners require to be paid in
full on or prior to termination, for whatever reason, of this Agreement. Save where the Agreement is properly terminated by the Owners
in accordance with Clause 15.3,
the Managers shall be entitled to be paid fees in accordance with Clause 7.5.


 


16.           Confidentiality


 


16.1         Save for the purpose of enforcing or carrying
out as may be necessary their
respective rights or obligations, each party agrees to maintain and to use all reasonable endeavours to procure that their respective officers and
employees maintain confidentiality
and secrecy in respect of all information relating to the other’s business received by it
directly or indirectly pursuant
to this Agreement.


 


16.2         As between the Owners and the Managers, the
Owners hereby agree and
acknowledge that all title and property in and to the management manuals of the Managers and other
written material of the Managers
concerning management functions and
activities is vested in the Managers and the Owners agree not to disclose the same to any third party
and, on the termination of this
Agreement, to return all such manuals and other material to the Managers. For the purposes of this Clause reference to “the Managers” includes
the parent, subsidiary and
associated companies of the Managers and any third parties providing Management Services.


 


16.3         It is hereby acknowledged that the Owners’
Holding company, Omega Navigation
Enterprises Inc is publicly listed in the NASDAQ and the SGX and therefore this clause 16, as well as Clause 6.10 are applicable to the extent the
Owners and / or their Holding Company do not have to disclose or disseminatesuch information by being a public
company.


 


17.           Third Party Rights


 


17.1         Any person (other than parties to this
Agreement) who is given any
rights or benefits under Clauses 9 or 10 (a “Third Party”) shall be entitled to enforce those rights or
benefits against the parties in accordance with the Contracts (Rights of ThirdParties) Act 1999, including the Owners’
Holding Company.


 


17.2         Save as provided in Clause 17.1 above the
operation of the Contracts
(Rights of Third Parties) Act 1999 is hereby excluded.


 


17.3         The parties may amend vary or terminate this
Agreement in such a way as may
affect any rights or benefits of any Third Party which are directly enforceable against the parties under the Contracts (Rights of Third Parties) Act
1999 without the consent of any
such Third Party.


 


17.4         Any Third Party entitled pursuant to the
Contracts (Rights of Third
Parties) Act 1999 to enforce any rights or benefits conferred on it by this Agreement may not veto
any amendment, variation or
termination of this Agreement which is proposed by the parties and which may affect the rights or benefits of any such Third Party.


 


18.           Law and Arbitration


 


18.1         This Agreement shall be governed by English
law and any dispute arising out
of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory
modification or reenactment thereof
for the time being in force.


 


18.2         The arbitration shall be conducted in
accordance with the London Maritime
Arbitrators’ (LMAA) Terms current at the time when the arbitration is commenced.


 


18.3         Save as after mentioned, the reference shall
be to three arbitrators, one to
be appointed by each party and the third by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and
send notice of such appointment
to the other party requiring the other party to appoint its arbitrator within 14 days of that notice and stating that it will appoint its arbitrator as sole
arbitrator unless the other party
appoints its own arbitrator and give notice that it has done so within the 14 days specified. If
the other party does not appoint
its own arbitrator and give notice that it has done so within the 14 days specified, the party referring the dispute to arbitration may, without the
requirement of any further prior
notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other
party accordingly. The award of a
sole arbitrator shall be as binding as if he had been appointed by agreement.


 


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


 


19.           Amendments to Agreement


 


The Managers reserve the
right to make such changes to this  Agreement as they shall consider necessary to take account of regulatory changes which come into force after
the date hereof and which affect
the operation of the Vessel. Such changes will be intimated in writing to the Owners and will come into force on intimation or on the date on which such
regulatory or other changes come
into effect (whichever shall be the later).


 


20.           Time Limit for Claims


 


Any and all liabilities of
either party to the other arising under  this Agreement or otherwise in relation to the Vessel (except in the case of fraud) shall be deemed to be
waived and absolutely barred on
the relevant date unless prior to the relevant date written particulars of any claim (giving
details of the alleged breach in
respect of which such claim is made and a preliminary


 


12

















 


statement of the amount claimed)
have been intimated in  writing
by the claimant by the relevant date, and any such claim shall be deemed (if it has not
previously been satisfied, settled
or withdrawn) to have been withdrawn unless arbitration proceedings have been commenced under Clause 18 prior to the expiry of six months after the
relevant date. For the purposes
of this Clause 20, the “relevant date” is one year after the date of termination, for whatever
reason, of this Agreement.


 


21.           Condition of Vessel


 


The Owners acknowledge that
they are aware that the  Managers
are unable to confirm that the Vessel, its systems, equipment and machinery are free from defects,
and agree that the Managers shall
not in any circumstances be liable for any losses, costs, claims, liabilities and expenses which the Owners may suffer or incur resulting from
pre-existing or latent deficiencies
in the Vessel, its systems, equipment and machinery.


 


22.           Use of Associated Companies


 


22.1         The Managers hereby disclose to the Owners
that they may, in the course of
performing Management Services, utilise the services of companies associated with the Managers. Without prejudice to the foregoing generality,
associated companies of the
Managers may be used in connection with inter  alia the following matters:


 


(i)            arranging travel to and from the Vessel for
the Managers’ personnel and the
Crew;


 


(ii)           placing insurance cover for the Vessel;


 


(iii)          undertaking loss/average adjustment and
dealing with insurance claims relating to the Vessel;


 


(iv)          providing legal advice in connection with
matters arising from the performance of Management Services;


 


(v)           providing consultancy services; and


 


(vi)          providing port agency services.


 


Where companies associated
with the Managers provide  services
in connection with the above or any other matters, such companies will be entitled to charge and
retain for their own benefit
usual remuneration for the provision of their services (whether in the form of commission or fees). The Managers will ensure that all such
remuneration is competitive


 


22.2         The Owners hereby consent to the arrangements set out in Clause 22.1.


 


23.           Notices


 


23.1         Any notice or other communication under or in
relation to this Agreement (a “Communication”)
may be sent by fax, telex, registered
or recorded mail or by personal delivery.


 


23.2         The addresses of the parties for service of a
Communication shall be as stated
in Boxes 5 and 6 respectively of Part I.


 


23.3         Subject to Clause 23.4, a Communication shall be deemed to have been delivered and shall take effect:


 


(i)            in the case of telex, when the recipient’s
answerback is received by the sender;


 


(ii)           in the case of a fax, when the sender receives
one or more transmission reports
showing the whole of the Communication
to have been transmitted to the correct fax number; and


 


(iii)          if delivered personally or sent by registered
or recorded mail at the time of
delivery.


 


23.4         If under Clause 23.3 a Communication would be
deemed to have been delivered on
a day which is not a business day in the place of receipt or after 18.00 (local time in the place of receipt) it will be deemed to have been
delivered, and shall take effect,
at 09.00 (local time in the place of receipt) on the next such business day.


 


24.           Staff Loyalty


 


The Owners shall not and
shall procure that their parent,  subsidiary and associates shall not, during the course of this Agreement or for a period of six months
following termination directly or
indirectly offer any employment to any employee of the Managers engaged in providing Management
Services or directly or
indirectly induce or solicit any such person to take up employment with the Owners or any associated
or affiliated company or use the
services of any such person either independently
or via a third party.


 


25.           Entire Agreement


 


25.1         This Agreement constitutes the entire
agreement and understanding
between the parties with respect to the subject matter of this Agreement; and (in relation to such subject matter) supersedes all prior discussions,
understandings and agreements
between the parties and all prior representations and expressions of opinion by the parties.


 


25.2         Each of the parties acknowledges that it is
not relying on any statements,
warranties, representations or understandings (whether negligently or innocently made) given or made by or on behalf of the other in relation to the
subject matter hereof and that it
shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement. The only remedy available shall be for breach of
contract under the terms of this
Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for
fraud.


 


13

















 


SHIP
MANAGEMENT AGREEMENT - PART III


 


OTHER
SERVICES


 


APPENDIX 1* - Chartering (only applicable if not deleted - fee specified
in Box 1 of the Fee Schedule)


 


The Managers shall, in accordance with the Owner’s instructions,  provide chartering services which term
includes but is not limited to seeking
and negotiating employment for the Vessel and the conclusion (including the execution thereof)
of charter parties or other contracts
relating to the employment of the Vessel. Consent thereto in writing (including telex or fax) shall be
obtained from the Owners before
any contract in respect of the Vessel’s employment is concluded.


 


The fee for the foregoing services shall be such sum as is set out in the
Fee Schedule.


 


APPENDIX 2* - Post Fixture Services (only applicable if not deleted - fee
specified in Box 2 of the Fee Schedule)


 


The Managers shall provide post fixture services which includes such of
the following functions as have been agreed with the Owners:-


 


(i)            liaising with Owners, brokers and charterers
in the negotiation of the fixture;


 


(ii)           provision of voyage and time charter estimates;


 


(iii)          checking the cargo specification with the
Master and cargo shippers to
ensure the Vessel is capable of the safe carriage of the cargo;


 


(iv)          instructing the master regarding the fixture and issuing voyage orders;


 


(v)           arranging on and off hire surveys;


 


(vi)          preparation of accounts and calculation of
hire and freights and/or
demurrage and despatch moneys due from or due to the charterers of the Vessel if required by the Owners; and


 


(vii)         arrangement of the proper payment to the
Owners of all hire and/or freight
revenues or other moneys of whatsoever kind to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.


 


The fee for the foregoing services shall be such sum as is set out in the
Fee Schedule.


 


APPENDIX 3* - Surveys or other Consultancy Services (only applicable if not deleted - fee specified in Box 3 of the Fee Schedule)


 


Any routine superficial inspections of ships afloat or other consultancy
services will be undertaken on the following terms:-


 


1.             Any report issued by the Managers is issued
solely to the person to whom it
is addressed and under no circumstances is any part of it to be issued or made available to any other party.


 


2.             Inspections are limited to those parts of the
ship, her machinery equipment or
records (if made available) which were actually exposed, uncovered or readily accessible and the Managers are unable to report on any other
part of the ship, her machinery
or equipment and shall have no responsibilities whatsoever in such respect.


 


3.             The Managers are unable to report on the ship’s
water tightness or integrity, the
operational efficiency of its machinery or equipment, its suitability for any business or trade, or its stability characteristics.


 


4.             The Managers shall in no circumstances be
liable for any indirect,
consequential or economic losses arising from any surveys of ships or other consultancy
services.


 


5.             The Managers’ maximum liability for any loss
arising from surveys or
consultancy services shall be 10 times the fee payable therefore.


 


6.             Fees in respect of routine superficial
inspections afloat shall be charged
at the rate of US$ 650 per day or part thereof. Fees for other consultancy services shall be agreed
before work is commenced and
unless otherwise agreed shall be payable on delivery of the report by the Managers.


 


APPENDIX 4* - Bunker Services (only applicable if not deleted - fee specified in Box 4 of the Fee Schedule)


 


The Managers shall arrange for the provision of bunker fuel of the
quality agreed with the Owners as
required for the Vessel’s trade.


 


The Managers shall be entitled to order bunker fuel through such  brokers or suppliers as the Managers deem
appropriate unless the Owners
instruct the Managers to utilise a particular supplier which the Managers will be obliged to do provided
that the Owners have made prior
credit arrangements with such supplier. The Owners shall comply with the terms of any credit
arrangements made by the Managers
on their behalf.


 


The Managers shall not in any circumstances have any liability for
any bunkers which do not meet the
required specification. The Managers
will, however, take such action, on behalf of the Owners, against the supplier of the bunkers, as is
agreed with the Owners


 


The fee for the foregoing services shall be such sum as is set out in
the Fee Schedule.


 


APPENDIX 5* - On Board Safety Audit and Safety Training (only applicable if not
deleted - fee specified in Box 5 of the  Fee Schedule)


 


1.             The Managers shall arrange on board safety
audit and training which will include the following functions:-


 


(i)            preparation and updating of specialist safety
manuals not already included in
the SMS;


 


(ii)           periodic on board safety audit and on board
safety training;


 


(iii)          reporting to the Vessel (via the Managers) on
information gained from visits to
other vessels and industry forums.


 


2.             The cost of the foregoing services shall be
such sum as is set out in the Fee
Schedule and shall be included in the budget agreed with the Owners.


 


3.             The Managers have entered into sub-contracts
with third parties to permit them
to supply this service.


 


14

















 


APPENDIX 6* - Tax Compliance (only applicable if not deleted - fee
specified in Box 6 of the Fee Schedule)


 


United States of America


 


A federal income tax return (accompanied by such additional  information as prescribed under applicable
regulations) must be filed annually
by all ship owners or operators who have been in receipt of United States gross transportation income.


 


Filing is required whether or not tax is due and/or exemption is  claimed.


 


Foreign companies may claim exemption from United States Federal  tax on transportation income where (a) a
reciprocal agreement exists between
the United States and the country in which the foreign company is incorporated and (b) certain
further conditions are satisfied.


 


The Managers will engage the services of a suitably qualified firm of
accountants to make applications
for exemption (if available) and to file the necessary returns.


 


The Managers will liaise with the accountants as required and will
provide them with a schedule of
gross transportation income.


 


The Owners will forthwith provide the Managers with all information
required by them to enable them
to prepare and file the necessary returns.


 


The fee for the foregoing services shall be such sum as is set out in
the Fee Schedule (exclusive of
fees payable to the accountants).


 


Other Jurisdictions


 


(*insert appropriate details)


 


APPENDIX * 7- Cargo Superintendents (only applicable if not deleted - fee specified
in Box 7 of the Fee Schedule)


 


The Managers shall provide services in connection with the loading
and discharging of cargoes and
ballast from Vessels in accordance with
the following provisions:


 


Attendance at Port Prior to Arrival of Vessel


 


The Managers will procure that their Cargo Superintendent attends
the load or discharge port prior
to the Vessel’s arrival for the purposes
of having preliminary meetings with the port/terminal staff, and where applicable, the Vessel’s brokers,
receivers and charterers or their
respective representatives. The Cargo Superintendent will also meet the P & I Club representative,
if relevant, and, if required, meet
the US Coast Guard where the port is in USA. The Owners will give the Managers adequate notice of their
requirements for the attendance
of the Cargo Superintendent and the Vessel’s anticipated arrival at port to enable the Managers to
deploy the Cargo Superintendent.
Thereafter the Owners will liaise regularly with the representative nominated by the Managers for
this purpose.


 


Functions While Vessel in Port


 


The Cargo Superintendent will, on arrival of the Vessel, perform the following
functions:


 


(i)            consider the cargo and ballast operation with
the Master and thereafter review
the Vessel’s load and discharge plan with the Master and monitor the entire cargo operation;


 


(ii)           review the Owner’s procedures for cargo and
ballast operations and check
that, where applicable, these are being adhered to;


 


(iii)          assess the performance of the Master, Officers and crew of the Vessel for cargo and ballast operations only;
and


 


(iv)          assist with any Vessel inspection being carried out (e.g. by State, charterers etc).


 


The fee for the foregoing service will be such sum as is set out in the
Fee Schedule. Traveling expenses
and disbursements will be payable
in addition to such fee.


 






* delete if not applicable


 


15

















 


SHIP MANAGEMENT AGREEMENT
- PART IV


 


FEE SCHEDULE


 


SHIP NAME:


 


	
   

  	
   

  	
  Amount

  	
   

  	
  Frequency

  
	
  BASIC SERVICES (Clause
  3 of Part II)

  	
   

  	
   

  	
   

  	
   

  
	
  Management Fee

  	
   

  	
   

  	
   

  	
  monthly

  
	
  Information System fees (Shipsure)

  	
   

  	
  USD 9,125

  	
   

  	
  Per year

  
	
  Planned
  maintenance - data base development fee (maximum of 42 chargeable days)

  	
   

  	
   

  	
   

  	
  30 days of invoice

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OTHER SERVICES (Clause 4 of Part II)
  (delete if not applicable)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1. Chartering

  	
   

  	
   

  	
   

  	
  monthly

  
	
  2. Post Fixture Services

  	
   

  	
   

  	
   

  	
  monthly

  
	
  3. Surveys Consultancy

  	
   

  	
   

  	
   

  	
  daily

  
	
  4. Fuel Services

  	
   

  	
   

  	
   

  	
  variable

  
	
  5. On board Safety Audit

  	
   

  	
   

  	
   

  	
  monthly

  
	
  6. Tax Compliance

  	
   

  	
   

  	
   

  	
  30 days of invoice

  
	
  7. Cargo Superintendents

  	
   

  	
   

  	
   

  	
  30 days of invoice

  



 


16

















 


SHIP MANAGEMENT AGREEMENT
- PART V


 


FLEET DETAILS


 


17

















 


SHIP MANAGEMENT AGREEMENT
- PART VI


 


INITIAL BUDGET


 


Crew


 


Crew Wages


Crew Travel


Crew Training/Medical


Manning Costs


Victualling


 


Insurance


 


Hull & Machinery Premiums


P&I Premiums


Deductibles


 


Technical


 


Spares


Lub Oils


Surveys & Services


Repairs


Safety & Risk


 


Administration / Overheads


 


Registration Expenses


Management Fees


Management Expenses


Other Costs


 


TOTAL CURRENT RUNNING COSTS


 


Drydocking


 


 


TOTAL RUNNING COSTS


 


18