ex4-3.htm


Exhibit 4.3


 





Part I


 




	
SHIPMAN 98


SHIP MANAGEMENT AGREEMENT


 













	
1.  Date of Agreement


 


 

	
Name of vessel:                                           


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


 


 

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


 


	
Name


 

	
Name


 


	
Place of registered office


 

	
Place of registered office


 


	
Law of Registry


 

	
Law of Registry


 


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


     From the placing of observers onboard for Change of Management


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


     Yes

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


     Yes


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


     No

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


     No


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


     Yes

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


     No


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


 


     Yes

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


 


     No


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


     No

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


     Yes - Cl. 6.3 (ii)


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


     

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


     As per CBA


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


     To be mutually agreed.

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


     19.1 London


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


 

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


 





 



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







 



	
Signature(s) (Owners or disponent Owners)

	
Signature(s) (Managers


 


 














  





  











  









	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 


 




	
1

	 	
1.

	
Definitions

	  	
70

	 	  	
manning levels, rank, qualification and certification of


	
2

	 	  	
In this Agreement save where the context otherwise

	  	
71

	 	  	
the Crew and employment regulations including


	
3

	 	  	
requires, the following words and expressions shall have

	  	
72

	 	  	
Crew’s tax, social insurance, discipline and other


	
4

	 	  	
the meanings hereby assigned to them.

	  	
73

	 	  	
requirements;


	
5

	 	  	  	  	
74

	 	  	
(iii)

	
ensuring that all members of the Crew have passed a


	
6

	 	  	
“Owners” means the party identified in Box 2.

	  	
75

	 	  	  	
medical examination with a qualified doctor certifying


	
7

	 	  	
“Managers” means the party identified in Box 3.

	  	
76

	 	  	  	
that they are fit for the duties for which they are


	
8

	 	  	
“Vessel” means the vessel or vessels details of which are set

	  	
77

	 	  	  	
engaged and are in possession of valid medical


	
9

	 	  	
out in Annex “A” attached hereto.

	  	
78

	 	  	  	
certificates issued in accordance with appropriate flag


	
10

	 	  	
“Crew” means the Master, officers and ratings of the

	  	
79

	 	  	  	
State requirements. In the absence of applicable flag


	
11

	 	  	
numbers, rank and nationality specified in Annex “B”

	  	
80

	 	  	  	
State requirements the medical certificate shall be


	
12

	 	  	
attached hereto.

	  	
81

	 	  	  	
dated not more than three months prior to the


	
13

	 	  	
“Crew Support Costs” means all expenses of a general

	  	
82

	 	  	  	
respective Crew members leaving their country of


	
14

	 	  	
nature which are not particularly referable to any individual

	  	
83

	 	  	  	
domicile and maintained for the duration of their


	
15

	 	  	
vessel for the time being managed by the Managers and

	  	
84

	 	  	  	
service on board the Vessel;


	
16

	 	  	
which are incurred by the Managers for the purpose of

	  	
85

	 	  	
(iv)

	
ensuring that the Crew shall have a command of the


	
17

	 	  	
providing an efficient and economic management service

	  	
86

	 	  	  	
English language of a sufficient standard to enable


	
18

	 	  	
and, without prejudice to the generality of the foregoing,

	  	
87

	 	  	  	
them to perform their duties safely;


	
19

	 	  	
shall include the cost of crew standby pay, training schemes

	  	
88

	 	  	
(v)

	
arranging transportation of the Crew, including


	
20

	 	  	
for officers and ratings, cadet training schemes, sick pay,

	  	
89

	 	  	  	
repatriation;


	
21

	 	  	
study pay, recruitment and interviews.

	  	
90

	 	  	
(vi)

	
training of the Crew and supervising their efficiency;


	
22

	 	  	
“Severance Costs” means the costs which the employers are

	  	
91

	 	  	
(vii)

	
conducting union negotiations;


	
23

	 	  	
legally obliged to pay to or in respect of the Crew as a result

	  	
92

	 	  	
(viii)

	
operating the Managers’ drug and alcohol policy


	
24

	 	  	
of the early termination of any employment contract for

	  	
93

	 	  	  	
which meets the OCIMF Guidelines for Control of


	
25

	 	  	
service on the Vessel.

	  	
94

	 	  	  	
Drug & Alcohol on board the vessels.


	
26

	 	  	
“Crew Insurances” means insurances against crew risks

	  	
95

	 	  	  
	
27

	 	  	
which shall include but not be limited to death, sickness

	  	
96

	 	
 

	

3.2    Technical Management




	
28

	 	  	
repatriation, injury, shipwreck unemployment indemnity

	  	
97

	 	  	
(only applicable if agreed according to Box 6)


	
29

	 	  	
and loss of personal effects.

	  	
98

	 	  	
The Managers shall provide technical management, which


	
30

	 	  	
“Management Services” means the services specified in

	  	
99

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


	
31

	 	  	
sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5

	  	
100

	 	  	
(i)

	
provision of competent personnel to supervise the


	
32

	 	  	
to 12.

	  	
101

	 	  	  	
maintenance and general efficiency of the Vessel;


	
33

	 	  	
“ISM Code” means the International Management Code for

	  	
102

	 	  	
(ii)

	
arrangement and supervision of dry dockings, repairs,


	
34

	 	  	
the Safe Operation of Ships and for Pollution Prevention as

	  	
103

	 	  	  	
alterations, the upkeep of the Vessel and handling of


	
35

	 	  	
adopted by the International Maritime Organisation (IMO)

	  	
104

	 	  	  	
Guarantee Claims and to the standards required by the


	
36

	 	  	
by resolution A.741(18) or any subsequent amendment

	  	
105

	 	  	  	
Owners provided that the Manager shall be entitled to


	
37

	 	  	
thereto.

	  	
106

	 	  	  	
incur the necessary expenditure to ensure that the


	
38

	 	  	
“STCW 95” means the International Convention on

	  	
107

	 	  	  	
Vessel will comply with the law of the flag of the


	
39

	 	  	
Standards of Training, Certification and Watchkeeping for

	  	
108

	 	  	  	
Vessel and of the places where she trades, and all


	
40

	 	  	
Seafarers, 1978, as amended in 1995 or any subsequent

	  	
109

	 	  	  	
requirements and recommendations of the


	
41

	 	  	
amendment thereto.

	  	
110

	 	  	  	
classification society;


	
42

	 	  	  	  	
111

	 	  	  	
Managers shall visit the vessel in normal operating


	
43

	 	
2.

	
Appointment of Managers

	  	
112

	 	  	  	
cycle by the responsible Superintendents or other staff


	
44

	 	  	
With effect from the day and year stated in Box 4 and

	  	
113

	 	  	  	
minimum 3 times per year, where of one visit should


	
45

	 	  	
continuing unless and until terminated as provided herein,

	  	
114

	 	  	  	
be a sailing visit. Visits in connection with dry-


	
46

	 	  	
the Owners hereby appoint the Managers and the Managers

	  	
115

	 	  	  	
dockings, extra ordinary repairs, upgrades e.g. are


	
47

	 	  	
hereby agree to act as the Managers of the Vessel.

	  	
116

	 	  	  	
limited to 25 man days per vessels budget year.


	
48

	 	  	  	  	
117

	 	  	  	
(Services exceeding 25 days see Part III):


	
49

	 	
3.

	
Basis of Agreement

	  	
118

	 	  	
(iii)

	
arrangement of the supply of necessary stores, spares


	
50

	 	  	
Subject to the terms and conditions herein provided, during

	  	
119

	 	  	  	
and lubricating oil;


	
51

	 	  	
the period of this Agreement, the Managers shall carry out

	  	
120

	 	  	
(iv)

	
appointment of surveyors and technical consultants as


	
52

	 	  	
Management Services in respect of the Vessel as agents for

	  	
121

	 	  	  	
the Managers may consider from time to time to be


	
53

	 	  	
and on behalf of the Owners. The Managers shall have

	  	
122

	 	  	  	
necessary;


	
54

	 	  	
authority to take such actions as they may from time to time

	  	
123

	 	  	
(v)

	
development, implementation and maintenance of a


	
55

	 	  	
in their absolute discretion consider being necessary to

	  	
124

	 	  	  	
Safety Management System (SMS) in accordance


	
56

	 	  	
enable them to perform this Agreement in accordance with

	  	
125

	 	  	  	
with the ISM Code (see sub-clauses 4.2).


	
57

	 	  	
sound ship management practice.

	  	
126

	 	  	
(vi)

	
notify the owners and seek “out of budget approval”


	
58

	 	  	
3.1   Crew Management

	  	
127

	 	  	  	
for any extraordinary and non-budgeted expenditure


	
59

	 	  	
(only applicable if agreed according to Box 5)

	  	
128

	 	  	  	
above US$10.000.


	
60

	 	  	
The Managers shall provide suitably qualified Crew for the

	  	
129

	 	  	
(vii)

	
arrange oil major inspections according to the owners


	
61

	 	  	
Vessel as required by the Owners in accordance with the

	  	
130

	 	  	  	
charter obligations.


	
62

	 	  	
STCW 95 requirements, provision of which includes, but is

	  	
131

	 	  	
(viii)

	
Upon termination of this agreement under clause 17,


	
63

	 	  	
not limited to, the following functions:

	  	
132

	 	  	  	
the Managers shall cooperate with the Owners new


	
64

	 	  	
(i)

	
selecting and engaging the Vessel’s Crew, including

	  	
133

	 	  	  	
managers, officers and crew and provide reasonable


	
65

	 	  	  	
payroll arrangements, pension administration, and

	  	
134

	 	  	  	
assistance to effect a smooth transition of management


	
66

	 	  	  	
insurances for the Crew other than those mentioned in

	  	
135

	 	  	  	
and crewing.


	
67

	 	  	  	
Clause 6;

	  	
136

	 	  	  
	
68

	 	  	
(ii)

	
ensuring that the applicable requirements of the law

	  	
137

	 	
 

	

3.3    Commercial Management




	
69

	 	  	  	
of the flag of the Vessel are satisfied in respect of

	  	
138

	 	  	
(only applicable if agreed according to Box 7)









 


 




  





  











  








	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 






	
139

	  	  	
The Managers shall provide the commercial operation of

	  	
209

	 	
3.6

	
Sale or Purchase of the Vessel


	
140

	  	  	
the Vessel, as required by the Owners, which includes, but

	  	
210

	 	  	
(only applicable if agreed according to Box 10)


	
141

	  	  	
is not limited to, the following functions:

	  	
211

	 	  	
The Managers shall, in accordance with the Owners’


	
142

	  	  	
(i)

	
providing chartering services in accordance with the

	  	
212

	 	  	
instructions, supervise the sale or purchase of the Vessel,


	
143

	  	  	  	
Owners’ instructions which include, but are not

	  	
213

	 	  	
including the performance of any sale or purchase


	
144

	  	  	  	
limited to, seeking and negotiating employment for

	  	
214

	 	  	
agreement, but not negotiation of the same.


	
145

	  	  	  	
the Vessel and the conclusion (including the

	  	
215

	 	  	  
	
146

	  	  	  	
execution thereof) of charter parties or other contracts

	  	
216

	 	  	
3.7    Provisions


	
147

	  	  	  	
relating to the employment of the Vessel. If such a

	  	
217

	 	  	
(only applicable if agreed according to Box 11)


	
148

	  	  	  	
contract exceeds the period stated in Box 13, consent

	  	
218

	 	  	
The Managers shall arrange for the supply of provisions.


	
149

	  	  	  	
thereto in writing shall first be obtained form the

	  	
219

	 	  	  
	
150

	  	  	  	
Owners;

	  	
220

	 	  	
3.8    Bunkering


	
151

	  	  	
(ii)

	
arranging of the proper payment to Owners or their

	  	
221

	 	  	
(only applicable if agreed according to Box 12)


	
152

	  	  	  	
nominees of all hire and/or freight revenues or other

	  	
222

	 	  	
The Managers shall arrange for the provision of bunker fuel


	
153

	  	  	  	
moneys of whatsoever nature to which Owners may

	  	
223

	 	  	
of the quality specified by the Owners as required for the


	
154

	  	  	  	
be entitled arising out of the employment of or

	  	
224

	 	  	
Vessel’s trade.


	
155

	  	  	  	
otherwise in connection with the Vessel;

	  	
225

	 	  	  
	
156

	  	  	
(iii)

	
providing voyage estimates and calculating of hire,

	  	
226

	 	
4.

	
Managers’ Obligations


	
157

	  	  	  	
freights, demurrage and/or despatch moneys due from

	  	
227

	 	  	
4.1   The Managers undertake to use their best endeavours


	
158

	  	  	  	
or due to the charterers of the Vessel;

	  	
228

	 	  	
to provide the agreed Management Services including


	
159

	  	  	
(iv)

	
issuing of voyage instructions;

	  	
229

	 	  	
meeting budget as agents for and on behalf of the Owners in


	
160

	  	  	
(v)

	
appointing agents;

	  	
230

	 	  	
accordance with sound ship management practice and to


	
161

	  	  	
(vi)

	
appointing stevedores;

	  	
231

	 	  	
protect and promote the interests of the Owners in all


	
162

	  	  	
(vii)

	
arranging surveys associated with the commercial

	  	
232

	 	  	
matters relating to the provision of services hereunder.


	
163

	  	  	  	
operation of the Vessel.

	  	
233

	 	  	
Provided, however, that the Managers in the performance of


	
164

	  	  	  	  	
234

	 	  	
their management responsibilities under this Agreement


	
165

	  	  	3.4    Insurance Arrangements	  	
235

	 	  	
shall be entitled to have regard to their overall responsibility


	
166

	  	  	
(only applicable if agreed according to Box 8)

	  	
236

	 	  	
in relation to all vessels as may from time to time be


	
167

	  	  	
The Managers shall arrange insurances in accordance with

	  	
237

	 	  	
entrusted to their management and in particular, but without


	
168

	  	  	
Clauses 6, on such terms and conditions as the Owners shall

	  	
238

	 	  	
prejudice to the generality of the foregoing, the Managers


	
169

	  	  	
have instructed or agreed, in particular regarding

	  	
239

	 	  	
shall be entitled to allocate available supplies, manpower


	
170

	  	  	
conditions, insured values, deductibles and franchises. The

	  	
240

	 	  	
and services in such manner as in the prevailing


	
171

	  	  	
Managers will co-ordinate documentation necessary to

	  	
241

	 	  	
circumstances the Managers in their absolute discretion


	
172

	  	  	
procure certification for CLC-certificate, US COFR and

	  	
242

	 	  	
consider to be fair and reasonable.


	
173

	  	  	
Canadian Oil Spill Response Agreement in respect of

	  	
243

	 	  	
4.2    Where the Managers are providing Technical


	
174

	  	  	
Vessels likely to be trading to these Geographical areas.

	  	
244

	 	  	
Management in accordance with sub-clause 3.2, they


	
175

	  	  	  	  	
245

	 	  	
shall procure that the requirements of the law of the


	
176

	  	  	3.5    Accounting Services	  	
246

	 	  	
flag of the Vessel are satisfied and they shall in


	
177

	  	  	
(only applicable if agreed according to Box 9)

	  	
247

	 	  	
particular be deemed to be the “Company” as defined


	
178

	  	  	
The Managers shall:

	  	
248

	 	  	
by the ISM Code, assuming the responsibility for the


	
179

	  	  	
(i)

	
establish an accounting system which meets the

	  	
249

	 	  	
operation of the Vessel and taking over the duties


	
180

	  	  	  	
requirements of the Owners and provide regular

	  	
250

	 	  	
and responsibilities imposed by the ISM Code when


	
181

	  	  	  	
accounting services, supply regular reports and

	  	
251

	 	  	
applicable.


	
182

	  	  	  	
records, and shall provide the Owners with the

	  	
252

	 	  	
4.3    The Managers shall maintain all relevant technical,


	
183

	  	  	  	
Managers financial service and accounting reports in

	  	
253

	 	  	
repair and and maintenance records, and provide


	
184

	  	  	  	
accordance with their usual practice and provide

	  	
254

	 	  	
owners with a quarterly vessel technical report


	
185

	  	  	  	
regular accounting services in form to be mutually

	  	
255

	 	  	
including vessel performance and speed/consumption


	
186

	  	  	  	
agreed.

	  	
256

	 	  	
monitoring.


	
187

	  	  	  	
The Manager will supply the Owners with a statement

	  	
257

	 	  	  
	
188

	  	  	  	
of Vessels Operating Costs as soon as possible and

	  	
258

	 	
5.

	
Owners’ Obligations


	
189

	  	  	  	
latest within 10 working days after the end of each

	  	
259

	 	  	
5.1    The Owners shall pay all sums due to the Managers


	
190

	  	  	  	
month together with a highlight report and a 3

	  	
260

	 	  	
punctually in accordance with the terms of this Agreement.


	
191

	  	  	  	
months forcast of expected opex cost, and further a

	  	
261

	 	  	
5.2    Where the Managers are providing Technical


	
192

	  	  	  	
quarterly financial statement including necessary

	  	
262

	 	  	
Management in accordance with sub-clause 3.2, the Owners


	
193

	  	  	  	
explanations of deviations from the budget and year

	  	
263

	 	  	
shall:


	
194

	  	  	  	
end prognosis within 10 working days.

	  	
264

	 	  	
(i)

	
procure that all officers and ratings supplied by them


	
195

	  	  	  	
Vessel budget and accounts shall always be available

	  	
265

	 	  	  	
or on their behalf comply with the requirements of


	
196

	  	  	  	
to the owners for inspection and auditing, provided

	  	
266

	 	  	  	
STCW 95;


	
197

	  	  	  	
that reasonable notice is given. Upon request any

	  	
267

	 	  	
(ii)

	
instruct such officers and ratings to obey all


	
198

	  	  	  	
invoice or supporting documentation as well as

	  	
268

	 	  	  	
reasonable orders of the Managers in connection with


	
199

	  	  	  	
purchase agreements used for vessel supplies to be

	  	
269

	 	  	  	
the operation of the Managers’ safety management


	
200

	  	  	  	
made available for the Owners.

	  	
270

	 	  	  	
system.


	
201

	  	  	  	
The Managers will supply the Owners with such other

	  	
271

	 	  	
5.3    Where the Managers are not providing Technical


	
202

	  	  	  	
financial statements and reports, that the Owners

	  	
272

	 	  	
Management in accordance with sub-clause 3.2, the Owners


	
203

	  	  	  	
may reasonably require from time to time;

	  	
273

	 	  	
shall procure that the requirements of the law of the flag of


	
204

	  	  	  	
maintain the records of all costs and expenditure

	  	
274

	 	  	
the Vessel are satisfied and that they, or such other entity as


	
205

	  	  	  	
incurred as well as data necessary or proper for the

	  	
275

	 	  	
may be appointed by them and identified to the Managers,


	
206

	  	  	  	
settlement of accounts between the parties.

	  	
276

	 	  	
shall be deemed to be the “Company” as defined by the


	
207

	  	  	  	  	
277

	 	  	
ISM Code assuming the responsibility for the operation of


	
208

	  	  	  	  	  	 	  	  











 


 




  





  











  








	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 




	
278

	 	  	
the Vessel and taking over the duties and responsibilities

	  	
346

	 	  	
fee shall be presented in the annual budget referred to in


	
279

	 	  	
imposed by the ISM Code when applicable.

	  	
347

	 	  	
sub-clause 9.1.


	
280

	 	  	  	  	
348

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


	
281

	 	
6.

	
Insurance Policies

	  	
349

	 	  	
provide their own office accommodation, office staff,


	
282

	 	  	
The Owners shall procure, whether by instructing the

	  	
350

	 	  	
facilities and stationery. Without limiting the generality of


	
283

	 	  	
Managers under sub-clause 3.4 or otherwise, that

	  	
351

	 	  	
Clause 7 the Owners shall reimburse the Managers for


	
284

	 	  	
throughout the period of this Agreement:

	  	
352

	 	  	
postage and communication expenses, travelling expenses,


	
285

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

	  	
353

	 	  	
and other out of pocket expenses properly incurred by the


	
286

	 	  	
less than her sound market value or entered for her full

	  	
354

	 	  	
Managers in pursuance of the Management Services.


	
287

	 	  	
gross tonnage, as the case may be for:

	  	
355

	 	  	
8.4    In the event of the appointment of the Managers being


	
288

	 	  	
(i)

	
usual hull and machinery marine risks (including crew

	  	
356

	 	  	
terminated by the Owners or the Managers in accordance


	
289

	 	  	  	
negligence) and excess liabilities;

	  	
357

	 	  	
with the provisions of Clauses 17 and 18 other than by


	
290

	 	  	
(ii)

	
protection and indemnity risks (including pollution

	  	
358

	 	  	
reason of default by the Manager, or if the Vessel is lost,


	
291

	 	  	  	
risks and Crew Insurances); and

	  	
359

	 	  	
sold or otherwise disposed of, the “management fee”


	
292

	 	  	
(iii)

	
war risks (including protection and indemnity and

	  	
360

	 	  	
payable to the Managers according to the provisions of sub-


	
293

	 	  	  	
crew risks) in accordance with the best practice of

	  	
361

	 	  	
clause 8.1, shall continue to be payable in full for a further


	
294

	 	  	  	
prudent owners of vessels of a similar type to the

	  	
362

	 	  	
period of  three calendar months from the day of


	
295

	 	  	  	
Vessel, with first class insurance companies,

	  	
363

	 	  	
termination of the management contract (date of handover) .


	
296

	 	  	  	
underwriters or associations (“the Owners’

	  	
364

	 	  	
In addition, provided that the Managers provide Crew for


	
297

	 	  	  	
Insurances”);

	  	
365

	 	  	
the Vessel in accordance with sub-clause 3.1:


	
298

	 	  	6.2    all premiums and calls on the Owners’ Insurances are	  	
366

	 	  	
(i)

	
the Owners shall continue to pay actual incurred Crew


	
299

	 	  	
paid promptly by their due date,

	  	
367

	 	  	  	
Support Costs during the said further period of three


	
300

	 	  	
6.3    the Owners’ Insurances name the Managers and,

	  	
368

	 	  	  	
calendar months and


	
301

	 	  	
subject to underwriters’ agreement, any third party

	  	
369

	 	  	
(ii)

	
the Owners shall pay an equitable proportion of any


	
302

	 	  	
designated by the Managers as a joint assured, with full

	  	
370

	 	  	  	
Severance Costs which may materialise, not


	
303

	 	  	
cover, with the Owners obtaining cover in respect of each

	  	
371

	 	  	  	
exceeding the amount stated in Box 16.


	
304

	 	  	
of the insurances specified in sub-clause 6.1:

	  	
372

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


	
305

	 	  	
(i)

	
on terms whereby the Managers and any such third

	  	
373

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


	
306

	 	  	  	
party are liable in respect of premiums or calls arising

	  	
374

	 	  	
than three months, an appropriate reduction of the


	
307

	 	  	  	
in connection with the Owners’ Insurances; or

	  	
375

	 	  	
management fee for the period exceeding three months until


	
308

	 	  	
(ii)

	
if reasonably obtainable, on terms such that neither

	  	
376

	 	  	
one month before the Vessel is again put into service shall


	
309

	 	  	  	
the Managers nor any such third party shall be under

	  	
377

	 	  	
be mutually agreed between the parties.


	
310

	 	  	  	
any liability in respect of premiums or calls arising in

	  	
378

	 	  	
8.6    Unless otherwise agreed in writing all discounts and


	
311

	 	  	  	
connection with the Owners’ Insurances; or

	  	
379

	 	  	
commissions obtained by the Managers in the course of the


	
312

	 	  	
(iii)

	
on such other terms as may be agreed in writing.

	  	
380

	 	  	
management of the Vessel shall be credited to the Owners.


	
313

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

	  	
381

	 	  	  
	
314

	 	  	
left blank then (i) applies.

	  	
382

	 	
9.

	
Budgets and Management of Funds


	
315

	 	  	
6.4    written evidence is provided, to the reasonable

	  	
383

	 	  	
9.1    The Managers shall present to the Owners annually a


	
316

	 	  	
satisfaction of the Managers, of their compliance with their

	  	
384

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


	
317

	 	  	
obligations under Clause 6 within a reasonable time of the

	  	
385

	 	  	
Owners require. The annual budgets shall be prepared by


	
318

	 	  	
commencement of the Agreement, and of each renewal date

	  	
386

	 	  	
the Managers and submitted to the Owners not less than


	
319

	 	  	
and, if specifically requested, of each payment date of the

	  	
387

	 	  	
two months before January 1st.


	
320

	 	  	
Owners’ Insurances.

	  	
388

	 	  	
9.2    The Owners shall indicate to the Managers their


	
321

	 	  	  	  	
389

	 	  	
acceptance and approval of the annual budget within one


	
322

	 	
7.

	
Income Collected and Expenses Paid on Behalf of Owners

	  	
390

	 	  	
month of presentation and in the absence of any such


	
323

	 	  	
7.1    All moneys collected by the Managers under the

	  	
391

	 	  	
indication the Managers shall be entitled to assume that the


	
324

	 	  	
terms of this Agreement (other than moneys payable by the

	  	
392

	 	  	
Owners have accepted the proposed budget.


	
325

	 	  	
Owners to the Managers) and any interest thereon shall be

	  	
393

	 	  	
9.3    Following the agreement of the budget, the Managers


	
326

	 	  	
held to the credit of the Owners in a separate bank account.

	  	
394

	 	  	
shall prepare and present to the Owners their estimate of the


	
327

	 	  	
7.2    All expenses incurred by the Managers under the

	  	
395

	 	  	
working capital requirements of the Vessel and the


	
328

	 	  	
terms of this Agreement on behalf of the Owners (including

	  	
396

	 	  	
Managers shall each month up-date this estimate. Based


	
329

	 	  	
expenses as provided in Clause 8) may be debited against

	  	
397

	 	  	
thereon, the Managers shall each month request the Owners


	
330

	 	  	
the Owners in the account referred to under sub-clause 7.1

	  	
398

	 	  	
in writing for the funds required to run the Vessel for the


	
331

	 	  	
but shall in any event remain payable by the Owners to the

	  	
399

	 	  	
ensuing month, including the payment of any occasional or


	
332

	 	  	
Managers on demand.

	  	
400

	 	  	
extraordinary item of expenditure, such as emergency repair


	
333

	 	  	  	  	
401

	 	  	
costs, additional insurance premiums, bunkers or


	
334

	 	
8.

	
Management Fee

	  	
402

	 	  	
provisions. Such funds shall be received by the Managers


	
335

	 	  	
8.1    The Owners shall pay to the Managers for their

	  	
403

	 	  	
within ten running days after the receipt by the Owners of


	
336

	 	  	
services as Managers under this Agreement an annual

	  	
404

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


	
337

	 	  	
management fee as stated in Box 15 which shall be payable

	  	
405

	 	  	
of the Owners in a separate bank account.


	
338

	 	  	
by equal monthly instalments in advance at the end of each

	  	
406

	 	  	
9.4    The  Managers shall  produce a  comparison  between


	
339

	 	  	
month, the first instalment being payable on the

	  	
407

	 	  	
budgeted and actual income and expenditure of the Vessel


	
340

	 	  	
commencement of this Agreement at the end of next month

	  	
408

	 	  	
in such form as required by the Owners on a monthly basis.


	
341

	 	  	
after commencement of this Agreement (see Clause 2 and

	  	
409

	 	  	
On a quarterly statement of vessels operating costs which


	
342

	 	  	
Box 4) and subsequent instalments being payable every

	  	
410

	 	  	
includes necessary explanations for deviates from the


	
343

	 	  	
month.

	  	
411

	 	  	
agreed budget and forecast operating cost for the whole


	
344

	 	  	
8.2    The management fee shall be subject to an annual

	  	
412

	 	  	
year (ref. clause 3.5).


	
345

	 	  	
review at the end of each calendar year and the proposed

	  	
413

	 	  	  
	  	 	  	  	  	
414

	 	  	
9.5    Notwithstanding anything contained herein to the


	  	 	  	  	  	
415

	 	  	
contrary, the Managers shall in no circumstances be









 


 




  





  











  








	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 




	
416

	 	  	
required to use or commit their own funds to finance the

	  	
486

	 	  	
exemption from liability, defence and immunity of


	
417

	 	  	
provision of the Management Services.

	  	
487

	 	  	
whatsoever nature applicable to the Managers or to which


	
418

	 	  	  	  	
488

	 	  	
the Managers are entitled hereunder shall also be available


	
419

	 	
10.

	
Managers’ Right to Sub-Contract

	  	
489

	 	  	
and shall extend to protect every such employee or agent of


	
420

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

	  	
490

	 	  	
the Managers acting as aforesaid and for the purpose of all


	
421

	 	  	
of their obligations hereunder, including those mentioned in

	  	
491

	 	  	
the foregoing provisions of this Clause 11 the Managers are


	
422

	 	  	
sub-clause 3.1, without the prior written consent of the

	  	
492

	 	  	
or shall be deemed to be acting as agent or trustee on behalf


	
423

	 	  	
Owners. which shall not be unreasonably withheld. In the

	  	
493

	 	  	
of and for the benefit of all persons who are or might be


	
424

	 	  	
event of such a sub-contract the Managers shall remain

	  	
494

	 	  	
their servants or agents from time to time (including sub-


	
425

	 	  	
fully liable for the due performance of their obligations

	  	
495

	 	  	
contractors as aforesaid) and all such persons shall to this


	
426

	 	  	
under this Agreement.

	  	
496

	 	  	
extent be or be deemed to be parties to this Agreement.


	
427

	 	  	  	  	
497

	 	  	  
	
428

	 	
11.

	
Responsibilities

	  	
498

	 	
12.

	
Documentation


	
429

	 	  	
11.1    Force Majeure – Neither the Owners nor the

	  	
499

	 	  	
Where the Managers are providing Technical Management


	
430

	 	  	
Managers shall be under any liability for any failure to

	  	
500

	 	  	
in accordance with sub-clause 3.2 and/or Crew


	
431

	 	  	
perform any of their obligations hereunder by reason of any

	  	
501

	 	  	
Management in accordance with sub-clause 3.1, they shall


	
432

	 	  	
cause whatsoever of any nature or kind beyond their

	  	
502

	 	  	
make available, upon Owners’ request, all documentation


	
433

	 	  	
reasonable control.

	  	
503

	 	  	
and records related to the Safety Management System


	
434

	 	  	
11.2    Liability to Owners –(i) Without prejudice to sub-

	  	
504

	 	  	
(SMS) and/or the Crew which the Owners need in order to


	
435

	 	  	
clause 11.1, the Managers shall be under no liability

	  	
505

	 	  	
demonstrate compliance with the ISM Code and STCW 95


	
436

	 	  	
whatsoever to the Owners for any loss, damage, delay or

	  	
506

	 	  	
or to defend a claim against a third party.


	
437

	 	  	
expense of whatsoever nature, whether direct or indirect,

	  	
507

	 	  	  
	
438

	 	  	
(including but not limited to loss of profit arising out of or

	  	
508

	 	
13.

	
General Administration


	
439

	 	  	
in connection with detention of or delay to the Vessel) and

	  	
509

	 	  	
13.1    The Managers shall in consultation with the Owners


	
440

	 	  	
howsoever arising in the course of performance of the

	  	
510

	 	  	
handle and settle all claims arising out of the Management


	
441

	 	  	
Management Services UNLESS same is proved to have

	  	
511

	 	  	
Services hereunder and keep the Owners informed


	
442

	 	  	
resulted solely from the negligence, gross negligence or

	  	
512

	 	  	
regarding any incident of which the Managers become


	
443

	 	  	
wilful default of the Managers or their employees, or agents

	  	
513

	 	  	
aware, which gives or may give rise to claims or disputes


	
444

	 	  	
or sub-contractors employed by them in connection with the

	  	
514

	 	  	
involving third parties.


	
445

	 	  	
Vessel, in which case (save where loss, damage, delay or

	  	
515

	 	  	
13.2    The Managers shall, as instructed by the Owners,


	
446

	 	  	
expense has resulted from the Managers’ personal act or

	  	
516

	 	  	
bring or defend actions, suits or proceedings in connection


	
447

	 	  	
omission committed with the intent to cause same or

	  	
517

	 	  	
with matters entrusted to the Managers according to this


	
448

	 	  	
recklessly and with knowledge that such loss, damage,

	  	
518

	 	  	
Agreement.


	
449

	 	  	
delay or expense would probably result) the Managers’

	  	
519

	 	  	
13.3    The Managers in consultation with the Owners shall


	
450

	 	  	
liability for each incident or series of incidents giving rise

	  	
520

	 	  	
also have power to obtain legal or technical or other outside


	
451

	 	  	
to a claim or claims shall never exceed a total of ten times

	  	
521

	 	  	
expert advice in relation to the handling and settlement of


	
452

	 	  	
the annual management fee payable hereunder.

	  	
522

	 	  	
claims and disputes or all other matters affecting the


	
453

	 	  	
(ii) Notwithstanding anything that may appear to the

	  	
523

	 	  	
interests of the Owners in respect of the Vessel.


	
454

	 	  	
contrary in this Agreement, the Managers shall not be liable

	  	
524

	 	  	
13.4    The Owners shall arrange for the provision of any


	
455

	 	  	
for any of the actions of the Crew, even if such actions are

	  	
525

	 	  	
necessary guarantee bond or other security.


	
456

	 	  	
negligent, grossly negligent or wilful, except only to the

	  	
526

	 	  	
13.5    Any costs reasonably incurred by the Managers in


	
457

	 	  	
extent that they are shown to have resulted from a failure by

	  	
527

	 	  	
carrying out their obligations according to Clause 13 shall


	
458

	 	  	
the Managers to discharge their obligations under sub-

	  	
528

	 	  	
be reimbursed by the Owners.


	
459

	 	  	
clause 3.1, in which case their liability shall be limited in

	  	
529

	 	  	  
	
460

	 	  	
accordance with the terms of this Clause 11.

	  	
530

	 	
14.

	
Auditing


	
461

	 	  	
11.3    Indemnity – Except to the extent and solely for the

	  	
531

	 	  	
The Managers shall at all times maintain and keep true and


	
462

	 	  	
amount therein set out that the Managers would be liable

	  	
532

	 	  	
correct accounts and shall make the same available for


	
463

	 	  	
under sub-clause 11.2, the Owners hereby undertake to

	  	
533

	 	  	
inspection and auditing by the Owners at such times as may


	
464

	 	  	
keep the Managers and their employees, agents and sub-

	  	
534

	 	  	
be mutually agreed. On the termination, for whatever


	
465

	 	  	
contractors indemnified and to hold them harmless against

	  	
535

	 	  	
reasons, of this Agreement, the Managers shall at Owners’


	
466

	 	  	
all actions, proceedings, claims, demands or liabilities

	  	
536

	 	  	
cost release to the Owners, if so requested, the originals


	
467

	 	  	
whatsoever or howsoever arising which may be brought

	  	
537

	 	  	
where possible, or otherwise certified copies, of all such


	
468

	 	  	
against them or incurred or suffered by them arising out of

	  	
538

	 	  	
accounts and all documents specifically relating to the


	
469

	 	  	
or in connection with the performance of the Agreement,

	  	
539

	 	  	
Vessel and her operation.


	
470

	 	  	
and against and in respect of all costs, losses, damages and

	  	
540

	 	  	
The Manager shall operate in compliance with SOX and


	
471

	 	  	
expenses (including legal costs and expenses on a full

	  	
541

	 	  	
annualy provide a SAS70 type 2 report. The cost of such


	
472

	 	  	
indemnity basis) which the Managers may suffer or incur

	  	
542

	 	  	
report to be distributed equally on the vessel accounts of


	
473

	 	  	
(either directly or indirectly) in the course of the

	  	
543

	 	  	
the managed fleet.


	
474

	 	  	
performance of this Agreement.

	  	
544

	 	  	
After closing a financial year the Managers shall deliver to


	
475

	 	  	
11.4    “Himalaya” – It is hereby expressly agreed that no

	  	
545

	 	  	
the Owners and at Owners costs the annual accounts


	
476

	 	  	
employee or agent of the Managers (including every sub-

	  	
546

	 	  	
audited by a state-certified public accountant.


	
477

	 	  	
contractor from time to time employed by the Managers)

	  	
547

	 	  	  
	
478

	 	  	
shall in any circumstances whatsoever be under any liability

	  	
548

	 	
15.

	
Inspection of Vessel


	
479

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

	  	
549

	 	  	
The Owners shall have the right at any time after giving


	
480

	 	  	
whatsoever kind arising or resulting directly or indirectly

	  	
550

	 	  	
reasonable notice to the Managers to inspect the Vessel for


	
481

	 	  	
from any act, neglect or default on his part while acting in

	  	
551

	 	  	
any reason they consider necessary.


	
482

	 	  	
the course of or in connection with his employment and,

	  	
552

	 	  	  
	
483

	 	  	
without prejudice to the generality of the foregoing

	  	
553

	 	
16.

	
Compliance with Laws and Regulations


	
484

	 	  	
provisions in this Clause 11, every exemption, limitation,

	  	
554

	 	  	
The Managers will not do or permit to be done anything,


	
485

	 	  	
condition and liberty herein contained and every right,

	  	
555

	 	  	
which might cause any breach or infringement of the laws









 


 




  





  











  








	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 





	
556

	 	  	
and regulations of the Vessel’s flag, or of the places where

	  	
625

	 	  	
18.6    The termination of this Agreement shall be without


	
557

	 	  	
she trades.

	  	
626

	 	  	
prejudice to all rights accrued due between the parties prior


	
558

	 	
17.

	
Duration of the Agreement

	  	
627

	 	  	
to the date of termination.


	
559

	 	  	
This Agreement shall come into effect on the day and year

	  	
628

	 	
19.

	
Law and Arbitration


	
560

	 	  	
stated in Box 4 and shall continue until the date stated in

	  	
629

	 	  	
19.1    This Agreement shall be governed by and construed


	
561

	 	  	
Box 17. Thereafter it shall continue until terminated by

	  	
630

	 	  	
in accordance with English and any dispute arising out of or


	
562

	 	  	
either party giving to the other notice in writing, in which

	  	
631

	 	  	
in connection with this Agreement shall be referred to


	
563

	 	  	
event the Agreement shall terminate upon the expiration of

	  	
632

	 	  	
arbitration in London in accordance with the Arbitration


	
564

	 	  	
a period of two months from the date upon which such

	  	
633

	 	  	
Act 1996 or any statutory modification or re-enactment


	
565

	 	  	
notice was given.

	  	
634

	 	  	
thereof save to the extent necessary to give effect to the


	
566

	 	  	  	  	
635

	 	  	
provisions of this Clause.


	
567

	 	
18.

	
Termination

	  	
636

	 	  	
The arbitration shall be conducted in accordance with the


	
568

	 	  	
18.1    Owners’ default

	  	
637

	 	  	
London Maritime Arbitrators Association (LMAA) Terms


	
569

	 	  	
(i)

	
The Managers shall be entitled to terminate the

	  	
638

	 	  	
current at the time when the arbitration proceedings are


	
570

	 	  	  	
Agreement with immediate effect by notice in writing

	  	
639

	 	  	
commenced.


	
571

	 	  	  	
if any moneys payable by the Owners under this

	  	
640

	 	  	
The reference shall be to three arbitrators. A party wishing


	
572

	 	  	  	
Agreement shall not have been received in Managers’

	  	
641

	 	  	
to refer a dispute to arbitration shall appoint its arbitrator


	
573

	 	  	  	
nominated account within ten running days of receipt

	  	
642

	 	  	
and send notice of such appointment in writing to the other


	
574

	 	  	  	
by the Owners of the Managers written request or if

	  	
643

	 	  	
party requiring the other party to appoint its own arbitrator


	
575

	 	  	  	
the Vessel is repossessed by the Mortgagees.

	  	
644

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


	
576

	 	  	
(ii)

	
If the Owners:

	  	
645

	 	  	
appoint its arbitrator as sole arbitrator unless the other party


	
577

	 	  	  	
(a)

	
fail to meet their obligations under sub-clause 5.1

	  	
646

	 	  	
appoints its own arbitrator and gives notice that it has done


	
578

	 	  	  	  	
of this Agreement for any reason within their

	  	
647

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


	
579

	 	  	  	  	
control, or

	  	
648

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


	
580

	 	  	  	
(b)

	
proceed with the employment of or continue to

	  	
649

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


	
581

	 	  	  	  	
employ the Vessel in the carriage of contraband,

	  	
650

	 	  	
arbitration may, without the requirement of any further


	
582

	 	  	  	  	
blockade running, or in an unlawful trade, or on a

	  	
651

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


	
583

	 	  	  	  	
voyage which in the reasonable opinion of the

	  	
652

	 	  	
arbitrator and shall advise the other party accordingly. The


	
584

	 	  	  	  	
Managers is unduly hazardous or improper,

	  	
653

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


	
585

	 	  	  	  	
the Managers may give notice of the default to the

	  	
654

	 	  	
if he had been appointed by agreement.


	
586

	 	  	  	  	
Owners, requiring them to remedy it as soon as

	  	
655

	 	  	
Nothing herein shall prevent the parties agreeing in writing


	
587

	 	  	  	  	
practically possible. In the event that the Owners fail

	  	
656

	 	  	
to vary these provisions to provide for the appointment of a


	
588

	 	  	  	  	
to remedy it within a reasonable time to the

	  	
657

	 	  	
sole arbitrator.


	
589

	 	  	  	  	
satisfaction of the Managers, the Managers shall be

	  	
658

	 	  	
In cases where neither the claim nor any counterclaim


	
590

	 	  	  	  	
entitled to terminate the Agreement with immediate

	  	
659

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


	
591

	 	  	  	  	
effect by notice in writing.

	  	
660

	 	  	
parties may agree) the arbitration shall be conducted in


	
592

	 	  	
18.2    Managers’ Default

	  	
661

	 	  	
accordance with the LMAA Small Claims Procedure


	
593

	 	  	
If the Managers fail to meet their obligations under Clauses

	  	
662

	 	  	
current at the time when the arbitration proceedings are


	
594

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

	  	
663

	 	  	
commenced.


	
595

	 	  	
of the Managers, the Owners may give notice in writing to

	  	
664

	 	  	
19.2    This Agreement shall be governed by and construed


	
596

	 	  	
the Managers of the default, requiring them to remedy it as

	  	
665

	 	  	
in accordance with Title 9 of the United States Code and


	
597

	 	  	
soon as practically possible. In the event that the Managers

	  	
666

	 	  	
the Maritime Law of the United States and any dispute


	
598

	 	  	
fail to remedy it within a reasonable time to the satisfaction

	  	
667

	 	  	
arising out of or in connection with this Agreement shall be


	
599

	 	  	
of the Owners, the Owners shall be entitled to terminate the

	  	
668

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


	
600

	 	  	
Agreement with immediate effect by notice in writing.

	  	
669

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


	
601

	 	  	
18.3    Extraordinary Termination

	  	
670

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


	
602

	 	  	
This Agreement shall be deemed to be terminated in the

	  	
671

	 	  	
final, and for the purposes of enforcing any award,


	
603

	 	  	
case of the sale of the Vessel or if the Vessel becomes a

	  	
672

	 	  	
judgement may be entered on an award by any court of


	
604

	 	  	
total loss or is declared as a constructive or compromised or

	  	
673

	 	  	
competent jurisdiction. The proceedings shall be conducted


	
605

	 	  	
arranged total loss or is requisitioned.

	  	
674

	 	  	
in accordance with the rules of the Society of Maritime


	
606

	 	  	
18.4    For the purpose of sub-clause 18.3 hereof

	  	
675

	 	  	
Arbitrators, Inc.


	
607

	 	  	
(i)

	
the date upon which the Vessel is to be treated as

	  	
676

	 	  	
In cases where neither the claim nor any counterclaim


	
608

	 	  	  	
having been sold or otherwise disposed of shall be the

	  	
677

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


	
609

	 	  	  	
date on which the Owners cease to be registered as

	  	
678

	 	  	
parties may agree) the arbitration shall be conducted in


	
610

	 	  	  	
Owners of the Vessel;

	  	
679

	 	  	
accordance with the Shortened Arbitration Procedure of the


	
611

	 	  	
(ii)

	
the Vessel shall not be deemed to be lost unless either

	  	
680

	 	  	
Society of Maritime Arbitrators, Inc. current at the time


	
612

	 	  	  	
she has become an actual total loss or agreement has

	  	
681

	 	  	
when the arbitration proceedings are commenced.


	
613

	 	  	  	
been reached with her underwriters in respect of her

	  	
682

	 	  	
19.3    This Agreement shall be governed by and construed


	
614

	 	  	  	
constructive, compromised or arranged total loss or if

	  	
683

	 	  	
in accordance with the laws of the place mutually agreed by


	
615

	 	  	  	
such agreement with her underwriters is not reached it

	  	
684

	 	  	
the parties and any dispute arising out of or in connection


	
616

	 	  	  	
is adjudged by a competent tribunal that a

	  	
685

	 	  	
with this Agreement shall be referred to arbitration at a


	
617

	 	  	  	
constructive loss of the Vessel has occurred.

	  	
686

	 	  	
mutually agreed place, subject to the procedures applicable


	
618

	 	  	
18.5    This Agreement shall terminate forthwith in the event

	  	
687

	 	  	
there – as per Box 18 in Part I.


	
619

	 	  	
of an order being made or resolution passed for the winding

	  	
688

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


	
620

	 	  	
up, dissolution, liquidation or bankruptcy of either party

	  	
689

	 	  	
clause 19.1 of this Clause shall apply.


	
621

	 	  	
(otherwise than for the purpose of reconstruction or

	  	
690

	 	  	  
	
622

	 	  	
amalgamation) or if a receiver is appointed, or if it suspends

	  	
691

	 	  	
Note: 19.1, 19.2 and 19.3 are alternatives; indicate


	
623

	 	  	
payment, ceases to carry on business or makes any special

	  	
692

	 	  	
alternative agreed in Box 18.


	
624

	 	  	
arrangement or composition with its creditors.

	  	
693

	 	  	  
	  	 	  	  	  	
694

	 	
20.

	
Notices







 


 




  





  











  








	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 



	
695

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

	  	  	 	  	  
	
696

	 	  	
party shall be in writing and may be sent by fax, e-mail,

	  	  	 	  	  
	
697

	 	  	
registered or recorded mail or by personal service.

	  	  	 	  	  
	
698

	 	  	
20.2    The address of the Parties for service of such

	  	  	 	  	  
	
699

	 	  	
communication shall be as stated in Boxes 19 and 20,

	  	  	 	  	  
	
700

	 	  	
respectively.

	  	  	 	  	  
	
701

	 	  	  	  	  	 	  	  
	
702

	 	  	
The attached clauses 3.1 (ix), (x), 3.2 (vi), (vii) and 21

	  	  	 	  	  
	
703

	 	  	
listed on the following page are all deemed to be

	  	  	 	  	  
	
704

	 	  	
incorporated in this Shipmanagement Agreement.

	  	  	 	  	  









 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




  





  











  








	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 



PART II


“Shipman 98” Standard Ship Management Agreement


(Additional Clauses)








	
3.1)

	
Crew Management:


	  	  
	
(ix)

	
The Managers will ensure that, during the entire period of the Agreement, is carried on board an ITF certificate or equivalent allowing the vessel’s calls and operations in all ports where an ITF certificate is compulsory.


	  	  
	
(x)

	
Managers warrant that its D&A policy meets the OCIMF Guidelines for control of Drug & Alcohol onboard the vessels, as well as meets ExxonMobil’s Drug & Alcohol policy requirements for the duration of the Agreement.   The Managers further warrant that they shall exercise due diligence to ensure that the D&A policies is complied with for the duration of the agreement.


	  	  
	
3.2)

	
Technical Management


	  	  
	
(vi)

	
The vessel will be participating in the OCIMF TMSA programme securing a rating sufficient  for the vessel to be acceptable by the oil majors.


	  	  
	
(vii)

	
Managers will ensure to  use  its best  endeavours to take all necessary and  reasonable steps to have the vessel inspected and accepted at any time by at least four of the following oil majors, namely ExxonMobil, Shell, Chevron, BP, TOTAL or Statoil and that there is always at least one SIRE report on file which is less than four months old.


	  	  
	
21)

	
 The Managers warrant that it has both ISO 9001, ISO 14001 and OSHAS 18001 certification in their documentation at the commencement of this Agreement and will maintain such certification for the duration of the Agreement.







 


 


 




 


 




  





  











  










	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 




ANNEX “A”










	
 


Date of Agreement:

	
 


Name of Vessel:












VESSELS PARTICULARS








	
Vessel Name

	  
	
Ex Names

	  
	
Flag

	  
	
Port of Registry

	  
	
Call Sign / IMO Number

	  
	
Type of Vessel

	  
	
Hull type

	  
	
Year build, Yard

	  
	  	  
	
Length O A

	  	  	
Dead-weight  (Designed)

	  
	
Length between P P

	  	  	
Gross tonnes  GT

	  
	
Beam (extreme)

	  	  	
Net tonnes     NT

	  
	
Depth moulded

	  	  	
Light ship

	  
	
Draft, summer

	  	  	
Vol. of ballast m3

	  
	  	  	  	  	  
	
PHONE SAT-B

	  	  	
Inert Gas installed

	  
	
FAX SAT-B

	  	  	
No. of cargo tanks

	  
	
TLX SAT- B

	  	  	
No. of Slop tanks

	  
	F77 Phone 	 	 	 	 
	
F77 Fax

	  	  	  	  
	
Phone (Mobile)

	  	  	
Vol. of cargo tanks 98%

	  
	
Call Sign

	  	  	
Vol. of Slop tanks 98%

	  
	
MMSI No.

	  	  	
Capacity of Cargo Pumps

	  
	  	  	  	  	  
	
FO capacity          95%

	  	  	
Main Engine

	  
	
MDO capacity         95%

	  	  	
Output ME (CSR)

	  
	
FW capacity

	  	  	
Aux. Engines

	  
	 	 	 	
Generators

	 
	
FO/day steaming

	  	  	
Emergency Generator Engine

	  
	 	 	 	
Generators

	 
	  	  	  	
Speed (Service)

	  
	  	  	  	  	  
	
Classification Society

	  	  	
Hull & Machinery

	  
	
Class ID

	  	  	
P & I

	  
	
IMO No.

	  	  	
Emergency  Response Service

	  
	
Official No.

	  	  	
QI

	  
	  	  	  	  	  
	
Owners

	  
	
In Management since

	  
	
Classification Notation

	  
	  	  
	
Last updated

	  







 


 




  





  











  








	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 




ANNEX “B”










	
 


Date of Agreement:

	
 


Name of Vessel:







 









	
DETAILS OF CREW

	
Total crew:  __ persons













	  	  	  
	
Officers

	
Ratings

	  
	
Rank:

	
Rank:

	  
	  	
 

	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	  	  	  
	
Total:

	
Total:

	
Total:


	  	  	  










 


 


 




 




  





  











  












	 	GOODWOOD SHIP MANAGEMENT AGREEMENT	 Part II





 




 




ANNEX C










	
 


Date of Agreement:

	
 


Name of Vessel:







 



SERVICES FEE








	
Services

	Amount  	
USD

	
Frequency


	
Dry docking

	  	  
	
    ·       0-25 days

	
Included

	
Daily / Superintendent


	
    ·       > 25 days

	
500

	  
	  	  	  
	
Extraordinary Repair*

	
500

	
Daily / Superintendent


	  	  	  
	
Major upgrading*

	
500

	
Daily / Superintendent


	  	  	  
	
Change of Flag

	
2,500

	
As required