Exhibit 4.6

    

    

    

    	
            1. Date of Agreement

             

            [●]

             

            M/V GLORIUSHIP

          
	
            2

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

             

            SEA GLORIUS SHIPPING CO.

          	
            3.

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

             

            SEANERGY SHIPMANAGEMENT CORP.

          
	
            Name

             

            Trust Company Complex, Ajeltake Road, Ajeltake Island

            Majuro MH96960, Marshall Islands

          	
            Name

             

            Trust Company Complex, Ajeltake Road, Ajeltake Island 

            

            Majuro MH96960, Marshall Islands

          
	
            Place of registered office

             

            

            Republic of the Marshall Islands

            
              Law of registry

            

          	
            Place of registered office

             

            

            Republic of the Marshall Islands
              Law of registry

            

          

	
            4.

            

          	
            Day and year of commencement of Agreement (Cl. 2)

             

            [●]

          	

          	

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

             

            NO

          	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)

             

            YES

          
	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)

             

            YES, upon Owner’s request

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

             

            YES

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

             

            YES

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

             

            NO

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

             

            YES AS PER CLAUSE 6.3 (i)

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

             

            US$ 14,000 monthly

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

             

            N/A

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

             

            N/A

          	18. 	
            Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)

             

            AS PER CLAUSE 19.1

          
	19. 	
            Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)

             

            [●]

          	20. 	
            Notices (state postal and cable addresses, 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) and “B” (Budget) attached hereto, 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” and “B” shall
      prevail over those of PART II to the extent of such conflict but no further.

    

    

    

    

    	
            Signature(s) (Owners)

             

            SEA GLORIUS SHIPPING CO.

             

             

          	
            Signature(s) (Managers)

             

            SEANERGY SHIPMANAGEMENT CORP.

             

             

          


    

    

    

    

    
      
        


    

    

    
      
        PART II

      

      
        
           
            	
                    1. Definitions

                  	
                    1

                  
	
                    In this Agreement save where the context otherwise requires,

                  	
                    2

                  
	
                    the following words and expressions shall have the meanings

                  	
                    3

                  
	
                    hereby assigned to them.

                  	
                    4

                  
	
                    "Owners" means the party identified in Box 2.

                  	
                    5

                  
	
                    "Managers" means the party identified in Box 3.

                  	
                    6

                  
	
                    "Vessel" means the vessel or vessels details of which are set

                  	
                    7

                  
	
                    out in Annex "A" attached hereto.

                  	
                    8

                  
	
                    "Crew" means the Master, officers and ratings of the numbers,

                  	
                    9

                  
	
                    rank and nationality specified by the Owners.

                  	
                    10

                  
	
                    "Crew Support Costs" means all expenses of a general nature

                  	
                    11

                  
	
                    which are not particularly referable to any individual vessel for

                  	
                    12

                  
	
                    the time being managed by the Managers and which are incurred

                  	
                    13

                  
	
                    by the Managers for the purpose of providing an efficient and

                  	
                    14

                  
	
                    economic management service and, without prejudice to the

                  	
                    15

                  
	
                    generality of the foregoing, shall include the cost of crew standby

                  	
                    16

                  
	
                    pay, training schemes for officers and ratings, cadet training

                  	
                    17

                  
	
                    schemes, sick pay, study pay, recruitment and interviews.

                  	
                    18

                  
	
                    "Severance Costs" means the costs which the employers are

                  	
                    19

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

                  	
                    20

                  
	
                    the early termination of any employment contract for service on

                  	
                    21

                  
	
                    the Vessel.

                  	
                    22

                  
	
                    "Crew Insurances" means insurances against crew risks which

                  	
                    23

                  
	
                    shall include but not be limited to death, sickness, repatriation,

                  	
                    24

                  
	
                    injury, shipwreck unemployment indemnity and loss of personal

                  	
                    25

                  
	
                    effects.

                  	
                    26

                  
	
                    "Management Services" means the services specified in sub-

                  	
                    27

                  
	
                    clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12 and all other functions performed by the Managers under the terms of this Agreement.

                  	
                    28

                  
	
                    "ISM Code" means the International Management Code for the

                  	
                    29

                  
	
                    Safe Operation of Ships and for Pollution Prevention as adopted

                  	
                    30

                  
	
                    by the International Maritime Organization (IMO) by resolution

                  	
                    31

                  
	
                    A.741(18) or any subsequent amendment thereto.

                  	
                    32

                  
	
                    “United Maritime Group” means United Maritime Corporation

                  	
                    33

                  
	
                    group of companies and vessels

                  	 
	
                    "STCW 95" means the International Convention on Standards

                  	
                    34

                  
	
                    of Training, Certification and Watchkeeping for Seafarers, 1978,

                  	 
	
                    as amended in 1995 or any subsequent amendment thereto or substitution hereto.

                  	
                    35

                  
	
                    2. Appointment of Managers

                  	
                    36

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

                  	
                    37

                  
	
                    unless and until terminated as provided herein, the Owners

                  	
                    38

                  
	
                    hereby appoint the Managers and the Managers hereby agree

                  	
                    39

                  
	
                    to act as the Managers of the Vessel.

                  	
                    40

                  
	
                    3. Basis of Agreement

                  	
                    41

                  
	
                    Subject to the terms and conditions herein provided, during the

                  	
                    42

                  
	
                    period of this Agreement, the Managers shall carry out

                  	
                    43

                  
	
                    Management Services in respect of the Vessel as agents for

                  	
                    44

                  
	
                    and on behalf of the Owners. The Managers shall have authority

                  	
                    45

                  
	
                    to take such actions as they may from time to time in their absolute

                  	
                    46

                  
	
                    discretion consider to be necessary to enable them to perform

                  	
                    47

                  
	
                    this Agreement in accordance with sound ship management

                  	
                    48

                  
	
                    practice including but not limited to compliance with all relevant rules and regulations.

                  	
                    49

                  
	
                    3.1 Crew Management

                  	
                    50

                  
	
                    (only applicable if agreed according to Box 5)

                  	
                    51

                  
	
                    The Managers shall provide suitably qualified Crew for the Vessel

                  	
                    52

                  
	
                    as required by the Owners in accordance with the STCW 95

                  	
                    53

                  
	
                    requirements, provision of which includes but is not limited to

                  	
                    54

                  
	
                    the following functions:

                  	
                    55

                  
	
                    (i)   selecting and engaging the Vessel's Crew, including payroll

                  	
                    56

                  
	
                    arrangements, pension administration, and insurances for

                  	
                    57

                  
	
                    the Crew other than those mentioned in Clause 6:

                  	
                    58

                  
	
                    (ii) ensuring that the applicable requirements of the law of the

                  	
                    59

                  
	
                    flag of the Vessel are satisfied in respect of manning levels,

                  	
                    60

                  
	
                    rank, qualification and certification of the Crew and

                  	
                    61

                  
	
                    employment regulations including Crew's tax, social

                  	
                    62

                  
	
                    insurance, discipline and other requirements;

                  	
                    63

                  
	
                    (iii) ensuring that all members of the Crew have passed a medical

                  	
                    64

                  
	
                    examination with a qualified doctor certifying that they are fit

                  	
                    65

                  


          

        

        
           
            	
                    for the duties for which they are engaged and are in possession

                  	
                    66

                  
	
                    of valid medical certificates issued in accordance with

                  	
                    67

                  
	
                    appropriate flag State requirements. In the absence of

                  	
                    68

                  
	
                    applicable flag State requirements the medical certificate shall

                  	
                    69

                  
	
                    be dated not more than three months prior to the respective

                  	
                    70

                  
	
                    Crew members leaving their country of domicile and

                  	
                    71

                  
	
                    maintained for the duration of their service on board the Vessel;

                  	
                    72

                  
	
                    (iv) ensuring that the Crew shall have a command of the English

                  	
                    73

                  
	
                          language of a sufficient standard to enable them to perform

                  	
                    74

                  
	
                           their duties safely;

                  	
                    75

                  
	
                    (v)  arranging transportation of the Crew, including repatriation;

                  	
                    76

                  
	
                    (vi) training of the Crew and supervising their efficiency;

                  	
                    77

                  
	
                    (vii) conducting union negotiations;

                  	
                    78

                  
	
                    (viii) operating the Managers' drug and alcohol policy unless

                  	
                    79

                  
	
                            otherwise agreed.

                  	
                    80

                  
	
                    3.2 Technical Management

                  	
                    81

                  
	
                     (only applicable if agreed according to Box 6)

                  	
                    82

                  
	
                    The Managers shall provide technical management which

                  	
                    83

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

                  	
                    84

                  
	
                    (i)  provision of competent personnel to supervise the

                  	
                    85

                  
	
                    maintenance and general efficiency of the Vessel;

                  	
                    86

                  
	
                    (ii)arrangement and supervision of dry dockings, repairs,

                  	
                    87

                  
	
                    modifications, alterations and the upkeep of the Vessel to the standards

                  	
                    88

                  
	
                    required by the Owners provided that the Managers shall

                  	
                    89

                  
	
                    be entitled to incur the necessary expenditure to ensure

                  	
                    90

                  
	
                    that the Vessel will comply with the laws and regulations of the flag of the

                  	
                    91

                  
	
                    Vessel and of the places where she trades, and all

                  	
                    92

                  
	
                    requirements and recommendations of the classification

                  	
                    93

                  
	
                    society and equipment manufacturers;

                  	
                    94

                  
	
                    (iii) arrangement of the supply of necessary stores, spares and

                  	 
	
                    lubricating oil;

                  	
                    96

                  
	
                    (iv) appointment of surveyors and technical consultants as the

                  	
                    97

                  
	
                    Managers may consider from time to time to be necessary;

                  	 
	
                    (v) development, implementation and maintenance of a Safety

                  	
                    99

                  
	
                    Management System (SMS) in accordance with the ISM

                  	
                    100

                  
	
                    Code (see sub-clauses 4,2 and 5;3);

                  	 
	
                    (vi) 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).

                  	 
	
                    3.3 Commercial Management

                  	
                    102

                  
	
                    (only applicable if agreed according to Box 7)

                  	
                    103

                  
	
                    The Managers shall provide the commercial operation of the

                  	
                    104

                  
	
                    Vessel, as required by the Owners, which includes, but is not

                  	
                    105

                  
	
                    limited to, the following functions:

                  	
                    106

                  
	
                    (i)   providing chartering services in accordance with the Owners'

                  	
                    107

                  
	
                    instructions which include, but are not limited to, seeking

                  	
                    108

                  
	
                    and negotiating employment for the Vessel and the conclusion

                  	
                    109

                  
	
                    (including the execution thereof) of charter parties or other

                  	
                    110

                  
	
                    contracts relating to the employment of the Vessel. If such a

                  	
                    111

                  
	
                    contract exceeds the period stated in Box 13. consent thereto

                  	
                    112

                  
	
                    in writing shall first be obtained from the Owners.

                  	
                    113

                  
	
                    (ii) arranging of the proper payment to Owners or their nominees

                  	
                    114

                  
	
                    of all hire and/or freight revenues or other moneys of

                  	
                    115

                  
	
                    whatsoever nature to which Owners may be entitled arising

                  	
                    116

                  
	
                    out of the employment of or otherwise in connection with the

                  	
                    117

                  
	
                    Vessel.

                  	
                    118

                  
	
                    (iii) providing voyage estimates and accounts and calculating of

                  	
                    119

                  
	
                    hire, freights, demurrage and/or despatch moneys due from

                  	
                    120

                  
	
                    or due to the charterers of the Vessel;

                  	
                    121

                  
	
                    (iv) issuing of voyage instructions;

                  	
                    122

                  
	
                    (v) appointing agents;

                  	
                    123

                  
	
                    (vi) appointing stevedores;

                  	
                    124

                  
	
                    (vii)arranging surveys associated with the commercial operation

                  	
                    125

                  
	
                    of the Vessel.

                  	
                    126

                  
	
                    3.4 Insurance Arrangements

                  	
                    127

                  
	
                    (only applicable if agreed according to Box 8)

                  	
                    128

                  
	
                    The Managers shall arrange insurances in accordance with

                  	
                    129

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

                  	
                    130

                  
	
                    have instructed or agreed, in particular regarding conditions,

                  	
                    131

                  


          

        

        

        

      

    

    
      
        
          


      

      

      

      PART II

      
        
           
            	
                    insured values, deductibles, limits of liability and franchises.

                  	
                    132

                  
	
                    3.5 Accounting Services

                  	
                    133

                  
	
                    (only applicable if agreed according to Box 9)

                  	
                    134

                  
	
                    The Managers shall:

                  	
                    135

                  
	
                    (i)   establish an accounting system which meets the

                  	
                    136

                  
	
                    requirements of the Owners and provide regular accounting

                  	
                    137

                  
	
                    services, supply regular reports and records,

                  	
                    138

                  
	
                    (ii) maintain the records of all costs and expenditure incurred

                  	
                    139

                  
	
                    as well as data necessary or proper for the settlement of

                  	
                    140

                  
	
                    accounts between the parties.

                  	
                    141

                  
	
                    3.6 Sale or Purchase of the Vessel

                  	
                    142

                  
	
                    (only applicable if agreed according to Box 10)

                  	
                    143

                  
	
                    The Managers shall, upon Owners' instructions,

                  	
                    144

                  
	
                    supervise the sale or purchase of the Vessel, including the

                  	
                    145

                  
	
                    performance of any sale or purchase agreement, but not

                  	
                    146

                  
	
                    the negotiation of the same.

                  	
                    147

                  
	
                    3.7 Provisions (only applicable if agreed according to Box 11)

                  	
                    148

                  
	
                    The Managers shall arrange for the supply of provisions.

                  	
                    149

                  
	
                    3.8 Bunkering (only applicable if agreed according to Box 12)

                  	
                    150

                  
	
                    The Managers shall arrange for the provision of bunker fuel of the

                  	
                    151

                  
	
                    quality specified by the Owners as required for the Vessel's trade.

                  	
                    152

                  
	
                    3.9 Operations

                  	 
	
                    As required by the Owners, the Managers shall, as agents for the Owners, provide support on the following functions:

                  	 
	
                    (i) Monitoring voyage instructions and liaising as appropriate with the Owners, the Owners’ brokers and charterers;

                  	 
	
                    (ii) Appointment of agents; and

                  	 
	
                    (iii) Arrangement of surveying of cargoes.

                  	 
	
                    4. Managers' Obligations

                  	
                    153

                  
	
                    4.1 The Managers undertake to use their best endeavours to

                  	
                    154

                  
	
                    provide the agreed Management Services as agents for and on

                  	
                    155

                  
	
                    behalf of the Owners in accordance with sound ship management

                  	
                    156

                  
	
                    practice and to protect and promote the interests of the Owners in

                  	
                    157

                  
	
                    all matters relating to the provision of services hereunder.

                  	
                    158

                  
	
                    Provided, however, that the Managers in the performance of their

                  	
                    159

                  
	
                    management responsibilities under this Agreement shall be entitled

                  	
                    160

                  
	
                    to have regard to their overall responsibility in relation to other vessels

                  	
                    161

                  
	
                    of the United Maritime Group as may from time to time be entrusted to their

                  	
                    162

                  
	
                    management and in particular, but without prejudice to the generality

                  	
                    163

                  
	
                    of the foregoing, the Managers shall be entitled to allocate available supplies,

                  	
                    164

                  
	
                    manpower and services in such manner as in the prevailing

                  	
                    165

                  
	
                    circumstances the Managers in their absolute discretion consider

                  	
                    166

                  
	
                    to be fair and reasonable.

                  	
                    167

                  
	
                    4.2 Where the Managers are providing Technical Management

                  	
                    168

                  
	
                    in accordance with sub-clause 3.2, they shall procure that the

                  	
                    169

                  
	
                    requirements of the law of the flag of the Vessel are satisfied and

                  	
                    170

                  
	
                    they shall in particular be deemed to be the "Company" as defined

                  	
                    171

                  
	
                    by the ISM Code, assuming the responsibility for the operation of

                  	
                    172

                  
	
                    the Vessel and taking over the duties and responsibilities imposed

                  	
                    173

                  
	
                    by the ISM Code and the ISPS Code when applicable.

                  	
                    174

                  
	
                    5. Owners' Obligations

                  	
                    175

                  
	
                    5.1 The Owners shall pay all sums due to the Managers punctually

                  	
                    176

                  
	
                    in accordance with the terms of this Agreement.

                  	
                    177

                  
	
                    5.2 Where the Managers are providing Technical Management

                  	
                    178

                  
	
                    in accordance with sub-clause 3.2, the Owners shall:

                  	
                    179

                  
	
                    (i)   procure that all officers and ratings supplied by them or on

                  	
                    180

                  
	
                    their behalf comply with the requirements of STCW 95;

                  	
                    181

                  
	
                    (ii)   instruct such officers and ratings to obey all reasonable orders

                  	
                    182

                  
	
                    of the Managers in connection with the operation of the

                  	
                    183

                  
	
                    Managers' safety management system.

                  	
                    184

                  
	
                    5.3 Where the Managers are not providing Technical Management

                  	
                    185

                  
	
                    in accordance with sub-clause 3.2, the Owners shall procure that

                  	
                    186

                  
	
                    the requirements of the law of the flag of the Vessel are satisfied

                  	
                    187

                  
	
                    and that they, or such other entity as may be appointed by them

                  	
                    188

                  
	
                    and identified to the Managers, shall be deemed to be the

                  	
                    189

                  
	
                    "Company" as defined by the ISM Code assuming the responsibility

                  	
                    190

                  
	
                    for the operation of the Vessel and taking over the duties and

                  	
                    191

                  
	
                    responsibilities imposed by the ISM Code when applicable.

                  	
                    192

                  


          

        

        
           
            	
                    6. Insurance Policies

                  	
                    193

                  
	
                    The Owners shall procure, whether by instructing the Managers

                  	
                    194

                  
	
                    under sub-clause 3.4 or otherwise, that throughout the period of

                  	
                    195

                  
	
                    this Agreement:

                  	
                    196

                  
	
                    6.1 at the Owners' expense, the Vessel is insured for not less

                  	
                    197

                  
	
                    than her sound market value or entered for her full gross tonnage,

                  	
                    198

                  
	
                    as the case may be for:

                  	
                    199

                  
	
                    (i)   usual hull and machinery marine risks (including crew

                  	
                    200

                  
	
                    negligence) and excess liabilities;

                  	
                    201

                  
	
                    (ii) protection and indemnity risks (including pollution risks and

                  	
                    202

                  
	
                    Crew Insurances); and

                  	
                    203

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

                  	
                    204

                  
	
                    in accordance with the best practice of prudent owners of

                  	
                    205

                  
	
                    vessels of a similar type to the Vessel, with first class insurance

                  	
                    206

                  
	
                    companies, underwriters or associations ("the Owners'

                  	
                    207

                  
	
                    Insurances");

                  	
                    208

                  
	
                    6.2 all premiums and calls on the Owners' Insurances are paid

                  	
                    209

                  
	
                    promptly by their due date,

                  	
                    210

                  
	
                    6.3 the Owners' Insurances name the Managers and, subject

                  	
                    211

                  
	
                    to underwriters' agreement, any third party designated by the

                  	
                    212

                  
	
                    Managers or the Owners as a joint assured, with full cover, with the Owners

                  	
                    213

                  
	
                    obtaining cover in respect of each of the insurances specified in

                  	
                    214

                  
	
                    sub-clause 6.1:

                  	
                    215

                  
	
                    (i)   on terms whereby the Managers and any such third party

                  	
                    216

                  
	
                    are liable in respect of premiums or calls arising in connection

                  	
                    217

                  
	
                    with the Owners' Insurances; or

                  	
                    218

                  
	
                    (ii) if reasonably obtainable, on terms such that neither the

                  	
                    219

                  
	
                    Managers nor any such third party shall be under any

                  	
                    220

                  
	
                    liability in respect of premiums or calls arising in connection

                  	
                    221

                  
	
                    with the Owners' Insurances; or

                  	
                    222

                  
	
                    (iii) on such other terms as may be agreed in writing.

                  	
                    223

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

                  	
                    224

                  
	
                    blank then (i) applies.

                  	
                    225

                  
	
                    6.4 written evidence is provided, to the reasonable satisfaction

                  	
                    226

                  
	
                    of the Managers, of their compliance with their obligations under

                  	
                    227

                  
	
                    Clause 6 within a reasonable time of the commencement of

                  	
                    228

                  
	
                    the Agreement, and of each renewal date and, if specifically

                  	
                    229

                  
	
                    requested, of each payment date of the Owners' Insurances.

                  	
                    230

                  
	
                    7. Income Collected and Expenses Paid on Behalf of Owners

                  	
                    231

                  
	
                    7.1 All moneys collected by the Managers under the terms of

                  	
                    232

                  
	
                    this Agreement (other than moneys payable by the Owners to

                  	
                    233

                  
	
                    the Managers) and any interest thereon shall be held to the

                  	
                    234

                  
	
                    credit of the Owners in a separate bank account.

                  	
                    235

                  
	
                    7.2 All expenses incurred by the Managers under the terms

                  	
                    236

                  
	
                    of this Agreement on behalf of the Owners (including expenses

                  	
                    237

                  
	
                    as provided in Clause 8) may be debited against the Owners

                  	
                    238

                  
	
                    in the account referred to under sub-clause 7.1. but shall in any

                  	
                    239

                  
	
                    event remain payable by the Owners to the Managers on

                  	
                    240

                  
	
                    demand.

                  	
                    241

                  
	
                    8. Management Fee

                  	
                    242

                  
	
                    8.1 The Owners shall pay to the Managers for their services

                  	
                    243

                  
	
                    as Managers under this Agreement an annual management

                  	
                    244

                  
	
                    fee as stated in Box 15 which shall be payable by equal

                  	
                    245

                  
	
                    monthly instalments in advance, the first instalment

                  	 
	
                    (pro rata if applicable) being

                  	
                    246

                  
	
                    payable on the commencement of this Agreement (see Clause

                  	
                    247

                  
	
                    2 and Box 4) and subsequent instalments being payable every

                  	
                    248

                  
	
                    month. The management fee shall be payable to the Managers’ account advised by the Managers.

                  	
                    249

                  
	
                    8.2 The management fee shall be subject to an annual review

                  	
                    250

                  
	
                    on the anniversary date of the Agreement and the proposed

                  	
                    251

                  
	
                    fee shall be presented in the annual budget referred to in sub-

                  	
                    252

                  
	
                    Clause 9.1

                  	
                    253

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

                  	
                    254

                  
	
                    their own office accommodation, office staff, facilities and

                  	
                    255

                  
	
                    stationery. Without limiting the generality of Clause 7 the Owners

                  	
                    256

                  
	
                    shall reimburse the Managers for postage and communication

                  	
                    257

                  
	
                    expenses, travelling expenses, and other out of pocket

                  	
                    258

                  
	
                    expenses properly incurred by the Managers in pursuance of the Management Services.

                  	
                    259

                  


          

        

        

        

      

    

    

    

    

    

    
      
        

        

      

      
        

        

      

      
        
          


      

      

      

      PART II

      
         
          	
                  Any days used by the Manager’s personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services shall be charged as per actual expenses.

                	
                  260

                
	
                  8.4 In the event of the appointment of the Managers being

                	
                  261

                
	
                  terminated by the Owners or the Managers in accordance with

                	
                  262

                
	
                  the provisions of Clauses 17 and 18 other than by reason of

                	
                  263

                
	
                  default by the Managers, or if the Vessel is lost, sold or otherwise

                	
                  264

                
	
                  disposed of, the "management fee" payable to the Managers

                	
                  265

                
	
                  according to the provisions of sub-clause 8.1. shall continue to

                	
                  266

                
	
                  be payable for a further period of three calendar months as

                	
                  267

                
	
                  from the termination date. In addition, provided that the

                	
                  268

                
	
                  Managers provide Crew for the Vessel in accordance with sub-

                	
                  269

                
	
                  clause 3.1:

                	
                  270

                
	
                  (i)   the Owners shall continue to pay Crew Support Costs during

                	
                  271

                
	
                  the said further period of three calendar months and

                	
                  272

                
	
                  (ii) the Owners shall pay an equitable proportion of any

                	
                  273

                
	
                  Severance Costs which may materialize, not exceeding

                	
                  274

                
	
                  the amount stated in Box 16.

                	
                  275

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

                	
                  276

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

                	
                  277

                
	
                  than three months, an appropriate reduction of the management

                	
                  278

                
	
                  fee for the period exceeding three months until one month

                	
                  279

                
	
                  before the Vessel is again put into service shall be mutually

                	
                  280

                
	
                  agreed between the parties.

                	
                  281

                
	
                  8.6 Unless otherwise agreed in writing all discounts and

                	
                  282

                
	
                  commissions obtained by the Managers in the course of the

                	
                  283

                
	
                  management of the Vessel shall be credited to the Owners.

                	
                  284

                
	
                  9. Budgets and Management of Funds

                	
                  285

                
	
                  9.1 The Managers shall present to the Owners annually a

                	
                  286

                
	
                  budget for the following twelve months in such form as the

                	
                  287

                
	
                  Owners require. The budget for the first year hereof is set out

                	
                  288

                
	
                  in Annex "B" hereto. Subsequent

                	 
	
                   annual budgets shall be

                	
                  289

                
	
                  prepared by the Managers and submitted to the Owners not

                	
                  290

                
	
                  less than one month before January 1st of each calendar year

                	
                  291

                
	
                  (see Clause 2 and Box 4).

                	
                  292

                
	
                  9.2 The Owners shall indicate to the Managers their acceptance

                	
                  293

                
	
                  and approval of the annual budget within one month of

                	
                  294

                
	
                  presentation and in the absence of any such indication the

                	
                  295

                
	
                  Managers shall be entitled to assume that the Owners have

                	
                  296

                
	
                  accepted the proposed budget.

                	
                  297

                
	
                  9.3 Following the agreement of the budget, the Managers shall

                	
                  298

                
	
                  prepare and present to the Owners their estimate of the working

                	
                  299

                
	
                  capital requirement of the Vessel and the Managers shall each

                	
                  300

                
	
                  month up-date this estimate. Based thereon, the Managers shall

                	
                  301

                
	
                  each month request the Owners in writing for the funds required

                	
                  302

                
	
                  to run the Vessel for the ensuing month, including the payment

                	
                  303

                
	
                  of any occasional or extraordinary item of expenditure, such as

                	
                  304

                
	
                  emergency repair costs, additional insurance premiums, bunkers

                	
                  305

                
	
                  or provisions. Such funds shall be received by the Managers

                	
                  306

                
	
                  within ten running days after the receipt by the Owners of the

                	
                  307

                
	
                  Managers' written request and shall be held to the credit of the

                	
                  308

                
	
                  Owners in a separate bank account.

                	
                  309

                
	
                  9.4 The Managers shall produce a comparison between

                	
                  310

                
	
                  budgeted and actual income and expenditure of the Vessel in

                	
                  311

                
	
                  such form as required by the Owners monthly or at such other

                	
                  312

                
	
                  intervals as mutually agreed.

                	
                  313

                
	
                  9.5 Notwithstanding anything contained herein to the contrary,

                	
                  314

                
	
                  the Managers shall in no circumstances be required to use or

                	
                  315

                
	
                  commit their own funds to finance the provision of the

                	
                  316

                
	
                  Management Services.

                	
                  317

                
	
                  10. Managers' Right to Sub-Contract

                	
                  318

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

                	
                  319

                
	
                  their obligations hereunder, including those mentioned in sub-

                	
                  320

                
	
                  clause 3.1 without the prior written consent of the Owners which

                	
                  321

                
	
                  shall not be unreasonably withheld. In the event of such a sub-

                	
                  322

                
	
                  contract the sub-managers Managers shall remain be fully liable for the due

                	
                  323

                
	
                  performance of their obligations towards the Owners under this Agreement.

                	
                  324

                


        

      

      
         
          	
                  11.Responsibilities

                	
                  325

                
	
                  11.1 Force Majeure - Neither the Owners nor the Managers

                	
                  326

                
	
                  shall be under any liability for any failure to perform any of their

                	
                  327

                
	
                  obligations hereunder by reason of any cause whatsoever of

                	
                  328

                
	
                  any nature or kind beyond their reasonable control.

                	
                  329

                
	
                  Neither party shall be liable for any loss, damage or delay due to any of the following force majeure events and/or conditions to the extent that the party invoking force majeure is prevented or hindered from
                    performing any or all of their obligations under this Agreement, provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions:

                	 
	
                  (i) acts of God;

                	 
	
                  (ii) any Government requisition, control, intervention, requirement or interference;

                	 
	
                  (iii) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof;

                	 
	
                  (iv) riots, civil commotion, blockades or embargoes;

                	 
	
                  (v) epidemics;

                	 
	
                  (vi) earthquakes, landslides, floods or other extraordinary weather conditions;

                	 
	
                  (vii) strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the Crew) of the party seeking to invoke force majeure;

                	 
	
                  (viii) fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and

                	 
	
                  (ix) any other similar cause beyond the reasonable control of either party.

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

                	
                  330

                
	
                  11.1, the Managers shall be under no liability whatsoever to the

                	
                  331

                
	
                  Owners for any loss, damage, delay or expense of whatsoever

                	
                  332

                
	
                  nature, whether direct or indirect, (including but not limited to

                	
                  333

                
	
                  loss of profit arising out of or in connection with detention of or

                	
                  334

                
	
                  delay to the Vessel) and howsoever arising in the course of

                	
                  335

                
	
                  performance of the Management Services UNLESS same is

                	
                  336

                
	
                  proved to have resulted solely from the negligence, gross

                	
                  337

                
	
                  negligence or wilful default of the Managers or their employees,

                	
                  338

                
	
                  or agents or sub-contractors employed by them in connection

                	
                  339

                
	
                  with the Vessel, in which case (save where loss, damage, delay

                	
                  340

                
	
                  or expense has resulted from the Managers' personal act or

                	
                  341

                
	
                  omission committed with the intent to cause same or recklessly

                	
                  342

                
	
                  and with knowledge that such loss, damage, delay or expense

                	
                  343

                
	
                  would probably result) the Managers' liability for each incident

                	
                  344

                
	
                  or series of incidents giving rise to a claim or claims shall never

                	
                  345

                
	
                  exceed a total of ten times the annual management fee payable

                	
                  346

                
	
                  hereunder.

                	
                  347

                
	
                  (ii) Notwithstanding anything that may appear to the contrary in

                	
                  348

                
	
                  this Agreement, the Managers shall not be liable for any of the

                	
                  349

                
	
                  actions of the Crew, even if such actions are negligent, grossly

                	
                  350

                
	
                  negligent or wilful., except only to the extent that they are shown

                	
                  351

                
	
                  to have resulted from a failure by the Managers to discharge

                	
                  352

                
	
                  their obligations under sub-clause 3.1, in which case their liability

                	
                  353

                
	
                  shall be limited in accordance with the terms of this Clause 11.

                	
                  354

                
	
                  11.3 Indemnity - Except to the extent and solely for the amount

                	
                  355

                
	
                  therein set out that the Managers would be liable under sub-

                	
                  356

                
	
                  clause 11.2, the Owners hereby undertake to keep the Managers

                	
                  357

                
	
                  and their employees, agents and sub-contractors indemnified

                	
                  358

                
	
                  and to hold them harmless against all actions, proceedings,

                	
                  359

                
	
                  claims, demands or liabilities whatsoever or howsoever arising

                	
                  360

                
	
                  which may be brought against them or incurred or suffered by

                	
                  361

                
	
                  them arising out of or in connection with the performance of the

                	
                  362

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

                	
                  363

                
	
                  damages and expenses (including legal costs and expenses on

                	
                  364

                
	
                  a full indemnity basis) which the Managers may suffer or incur

                	
                  365

                
	
                  (either directly or indirectly) in the course of the performance of

                	
                  366

                
	
                  this Agreement.

                	
                  367

                
	
                  11.4 "Himalaya" - It is hereby expressly agreed that no

                	
                  368

                
	
                  employee or agent of the Managers (including every sub-

                	
                  369

                
	
                  contractor from time to time employed by the Managers) shall in

                	
                  370

                
	
                  any circumstances whatsoever be under any liability whatsoever

                	
                  371

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

                	
                  372

                
	
                  arising or resulting directly or indirectly from any act, neglect or

                	
                  373

                
	
                  default on his part while acting in the course of or in connection

                	
                  374

                
	
                  with his employment and, without prejudice to the generality of

                	
                  375

                
	
                  the foregoing provisions in this Clause 11. every exemption,

                	
                  376

                
	
                  limitation, condition and liberty herein contained and every right,

                	
                  377

                
	
                  exemption from liability, defence and immunity of whatsoever

                	
                  378

                
	
                  nature applicable to the Managers or to which the Managers are

                	
                  379

                
	
                  entitled hereunder shall also be available and shall extend to

                	
                  380

                
	
                  protect every such employee or agent of the Managers acting

                	
                  381

                
	
                  as aforesaid and for the purpose of all the foregoing provisions

                	
                  382

                
	
                  of this Clause 11 the Managers are or shall be deemed to be

                	
                  383

                
	
                  acting as agent or trustee on behalf of and for the benefit of all

                	
                  384

                
	
                  persons who are or might be their servants or agents from time

                	
                  385

                
	
                  to time (including sub-contractors as aforesaid) and all such

                	
                  386

                
	
                  persons shall to this extent be or be deemed to be parties to this

                	
                  387

                
	
                  Agreement.

                	
                  388

                
	
                  12.Documentation

                	
                  389

                
	
                  Where the Managers are providing Technical Management in

                	
                  390

                
	
                  accordance with sub-clause 3.2 and/or Crew Management in

                	
                  391

                
	
                  accordance with sub-clause 3.1. they shall make available,

                	
                  392

                


        

      

      

      

    

    

    
      
        
          


      

      PART II

    

    
       
        	
                upon Owners' request, all documentation and records related

              	
                393

              
	
                to the Safety Management System (SMS) and/or the Crew

              	
                394

              
	
                which the Managers need in order to demonstrate compliance

              	
                395

              
	
                with the ISM Code and STCW 95 or to defend a claim against

              	
                396

              
	
                a third party.

              	
                397

              
	
                13.General Administration

              	
                398

              
	
                13.1 The Managers shall handle and settle all claims arising

              	
                399

              
	
                out of the Management Services hereunder and keep the Owners

              	
                400

              
	
                informed in a timely manner regarding any incident of which

              	 
	
                the Managers become

              	
                401

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

              	
                402

              
	
                third parties.

              	
                403

              
	
                13.2 The Managers shall, as instructed by the Owners, bring

              	
                404

              
	
                or defend actions, suits or proceedings in connection with matters

              	
                405

              
	
                entrusted to the Managers according to this Agreement.

              	
                406

              
	
                13.3 The Managers shall also have power to obtain legal or

              	
                407

              
	
                technical or other outside expert advice in relation to the handling

              	
                408

              
	
                and settlement of claims and disputes or all other matters

              	
                409

              
	
                affecting the interests of the Owners in respect of the Vessel.

              	
                410

              
	
                13.4 The Owners shall arrange for the provision of any

              	
                411

              
	
                necessary guarantee bond or other security.

              	
                412

              
	
                13.5 Any costs reasonably incurred by the Managers in

              	
                413

              
	
                carrying out their obligations according to Clause 13 shall be

              	
                414

              
	
                reimbursed by the Owners.

              	
                415

              
	
                13.6 The Managers shall have power to obtain appropriate legal or technical or other outside expert advice in relation to the handling and settlement of claims in relation to Sub-clauses 13.1 and 13.2 and
                  disputes and any other matters affecting the interests of the Owners in respect of the Vessel, unless the Owners instruct the Managers otherwise.

              	 
	
                14. Auditing

              	
                416

              
	
                The Managers shall at all times maintain and keep true and

              	
                417

              
	
                correct accounts in respect of the Management Services in accordance with the relevant US GAAP Standards or such other standard as the parties may agree, including records of all costs and expenditure incurred,
                  and shall make the same available for inspection

              	
                418

              
	
                and auditing by the Owners at such times as may be mutually

              	
                419

              
	
                agreed. On the termination, for whatever reasons, of this

              	
                420

              
	
                Agreement, the Managers shall release to the Owners, if so

              	
                421

              
	
                requested, the originals where possible, or otherwise certified

              	
                422

              
	
                copies, of all such accounts and all documents specifically relating

              	
                423

              
	
                to the Vessel and her operation.

              	
                424

              
	
                The Managers shall make such accounts available for inspection and auditing by the Owners and/or their representatives in the Manager’s offices or by electronic means.

              	 
	
                15.lnspection of Vessel

              	
                425

              
	
                The Owners shall have the right at any time after giving

              	
                426

              
	
                reasonable notice to the Managers to inspect the Vessel for any

              	
                427

              
	
                reason they consider necessary.

              	
                428

              
	
                16.Compliance with Laws and Regulations

              	
                429

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

              	
                430

              
	
                might cause any breach or infringement of the laws and

              	
                431

              
	
                regulations of the Vessel's flag, or of the places where she trades.

              	
                432

              
	
                17.Duration of the Agreement

              	
                433

              
	
                This Agreement shall come into effect on the day and year stated

              	
                434

              
	
                in Box 4 and shall continue until the date stated in Box 17.

              	
                435

              
	
                Thereafter it shall continue until terminated by either party giving

              	
                436

              
	
                to the other notice in writing, in which event the Agreement shall

              	
                437

              
	
                terminate upon the expiration of a period of one two months from the

              	
                438

              
	
                date upon which such notice was given.

              	
                439

              
	
                18.Termination

              	
                440

              
	
                18.1 Owners' default

              	
                441

              
	
                (i)  The Managers shall be entitled to terminate the Agreement

              	
                442

              
	
                with immediate effect by notice in writing if any moneys

              	
                443

              
	
                payable by the Owners under this Agreement and/or the

              	
                444

              
	
                Owners of any associated vessel, details of which are listed

              	
                445

              
	
                in Annex "D". shall not have been received in the Managers'

              	
                446

              
	
                nominated account within ten running days of receipt by

              	
                450

              
	
                the Owners of the Managers written request or if the Vessel

              	
                451

              
	
                is repossessed by the Mortgagees.

              	
                452

              
	
                (ii) If the Owners:

              	
                453

              
	
                (a) fail to meet their obligations under sub-clauses 5.2

              	
                454

              
	
                and 5.3 of this Agreement for any reason within their

              	
                455

              
	
                control, or

              	
                456

              
	
                (b) proceed with the employment of or continue to employ

              	
                457

              
	
                the Vessel in the carriage of contraband, blockade

              	
                458

              


      

    

    
       
        	
                running, or in an unlawful trade, or on a voyage which

              	
                459

              
	
                in the reasonable opinion of the Managers is unduly

              	
                460

              
	
                hazardous or improper,

              	
                461

              
	
                the Managers may give notice of the default to the Owners,

              	
                462

              
	
                requiring them to remedy it as soon as practically possible.

              	
                463

              
	
                In the event that the Owners fail to remedy it within a

              	
                464

              
	
                reasonable time to the satisfaction of the Managers, the

              	
                465

              
	
                Managers shall be entitled to terminate the Agreement

              	
                466

              
	
                with immediate effect by notice in writing.

              	
                467

              
	
                18.2 Managers' Default

              	
                468

              
	
                If the Managers fail to meet their obligations under Clauses 3

              	
                469

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

              	
                470

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

              	
                471

              
	
                default, requiring them to remedy it as soon as practically

              	
                472

              
	
                possible. In the event that the Managers fail to remedy it within a

              	
                473

              
	
                reasonable time to the satisfaction of the Owners, the Owners

              	
                474

              
	
                shall be entitled to terminate the Agreement with immediate effect

              	
                475

              
	
                by notice in writing.

              	
                476

              
	
                18.3 Extraordinary Termination

              	
                477

              
	
                This Agreement shall be deemed to be terminated in the case of

              	
                478

              
	
                the sale of the Vessel (except where the vessel is sold and leased back to the Owners) or if the Vessel becomes a total loss or is

              	
                479

              
	
                declared as a constructive or compromised or arranged total

              	
                480

              
	
                loss or is requisitioned.

              	
                481

              
	
                18.4 For the purpose of sub-clause 18.3 hereof

              	
                482

              
	
                (i)  the date upon which the Vessel is to be treated as having

              	
                483

              
	
                been sold or otherwise disposed of shall be the date on

              	
                484

              
	
                which the Owners cease to be registered as Owners of

              	
                485

              
	
                the Vessel;

              	
                486

              
	
                (ii) the Vessel shall not be deemed to be lost unless either

              	
                487

              
	
                she has become an actual total loss or agreement has

              	
                488

              
	
                been reached with her underwriters in respect of her

              	
                489

              
	
                constructive, compromised or arranged total loss or if such

              	
                490

              
	
                agreement with her underwriters is not reached it is

              	
                491

              
	
                adjudged by a competent tribunal that a constructive loss

              	
                492

              
	
                of the Vessel has occurred.

              	
                493

              
	
                18.5 This Agreement shall terminate forthwith in the event of

              	
                494

              
	
                an order being made or resolution passed for the winding up,

              	
                495

              
	
                dissolution, liquidation or bankruptcy of either party (otherwise

              	
                496

              
	
                than for the purpose of reconstruction or amalgamation) or if a

              	
                497

              
	
                receiver is appointed, or if it suspends payment, ceases to carry

              	
                498

              
	
                on business or makes any special arrangement or composition

              	
                499

              
	
                with its creditors.

              	
                500

              
	
                18.6 The termination of this Agreement shall be without

              	
                501

              
	
                prejudice to all rights accrued due between the parties prior to

              	
                502

              
	
                the date of termination.

              	
                503

              
	
                18.7 A change of control of either party shall not terminate this

              	
                504

              
	
                Agreement.

              	
                505

              
	
                19.Law and Arbitration

              	
                506

              
	
                19.1 This Agreement shall be governed by and construed in

              	
                507

              
	
                accordance with English law and any dispute arising out of or

              	
                508

              
	
                in connection with this Agreement shall be referred to arbitration

              	
                509

              
	
                in London in accordance with the Arbitration Act 1996 or

              	
                510

              
	
                any statutory modification or re-enactment thereof save to

              	
                511

              
	
                the extent necessary to give effect to the provisions of this

              	
                512

              
	
                Clause.

              	
                513

              
	
                The arbitration shall be conducted in accordance with the

              	
                514

              
	
                London Maritime Arbitrators Association (LMAA) Terms

              	
                515

              
	
                current at the time when the arbitration proceedings are

              	
                516

              
	
                commenced.

              	
                517

              
	
                The reference shall be to three arbitrators. A party wishing

              	
                518

              
	
                to refer a dispute to arbitration shall appoint its arbitrator

              	
                519

              
	
                and send notice of such appointment in writing to the other

              	
                520

              
	
                party requiring the other party to appoint its own arbitrator

              	
                521

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

              	
                522

              
	
                appoint its arbitrator as sole arbitrator unless the other party

              	
                523

              
	
                appoints its own arbitrator and gives notice that it has done

              	
                524

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

              	
                525

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

              	
                526

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

              	
                527

              
	
                arbitration may, without the requirement of any further prior

              	
                528

              


      

    

    

    

    
      
        
          
            


        

        PART II

      

      
        
           
            	
                    notice to the other party, appoint its arbitrator as sole

                  	
                    529

                  
	
                    arbitrator and shall advise the other party accordingly. The

                  	
                    530

                  
	
                    award of a sole arbitrator shall be binding on both parties

                  	
                    531

                  
	
                    as if he had been appointed by agreement.

                  	
                    532

                  
	
                    Nothing herein shall prevent the parties agreeing in writing

                  	
                    533

                  
	
                    to vary these provisions to provide for the appointment of a

                  	
                    534

                  
	
                    sole arbitrator.

                  	
                    535

                  
	
                    In cases where neither the claim nor any counterclaim

                  	
                    536

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

                  	
                    537

                  
	
                    parties may agree) the arbitration shall be conducted in

                  	
                    538

                  
	
                    accordance with the LMAA Small Claims Procedure current

                  	
                    539

                  
	
                    at the time when the arbitration proceedings are commenced.

                  	
                    540

                  
	
                    19.2 This Agreement shall be governed by and construed

                  	
                    541

                  
	
                    in accordance with Title 9 of the United States Code and

                  	
                    542

                  
	
                    the Maritime Law of the United States and any dispute

                  	
                    543

                  
	
                    arising out of or in connection with this Agreement shall be

                  	
                    544

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

                  	
                    545

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

                  	
                    546

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

                  	
                    547

                  
	
                    final, and for the purposes of enforcing any award,

                  	
                    548

                  
	
                    judgement may be entered on an award by any court of

                  	
                    549

                  
	
                    competent jurisdiction. The proceedings shall be conducted

                  	
                    550

                  
	
                    in accordance with the rules of the Society of Maritime

                  	
                    551

                  
	
                    Arbitrators, Inc.

                  	
                    552

                  
	
                    In cases where neither the claim nor any counterclaim

                  	
                    553

                  


          

        

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

                  	
                    554

                  
	
                    parties may agree) the arbitration shall be conducted in

                  	
                    555

                  
	
                    accordance with the Shortened Arbitration Procedure of the

                  	
                    556

                  
	
                    Society of Maritime Arbitrators, Inc. current at the time when

                  	
                    557

                  
	
                    the arbitration proceedings are commenced.

                  	
                    558

                  
	
                    19.3 This Agreement shall be governed by and construed

                  	
                    559

                  
	
                    in accordance with the laws of the place mutually agreed by

                  	
                    560

                  
	
                    the parties and any dispute arising out of or in connection

                  	
                    561

                  
	
                    with this Agreement shall be referred to arbitration at a

                  	
                    562

                  
	
                    mutually agreed place, subject to the procedures applicable

                  	
                    563

                  
	
                    there.

                  	
                    564

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

                  	
                    565

                  
	
                    clause 19.1 of this Clause shall apply.

                  	
                    566

                  
	
                    19.2 Notwithstanding Sub-clause 19.1 above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection
                      with this Agreement.

                  	 
	
                    i)In the case of a dispute in respect of which arbitration has been commenced under Sub-clause 19.1 above, the following shall apply:

                  	 
	
                    ii)Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written
                      notice (the "Mediation Notice") calling on the other party to agree to mediation.

                  	 
	
                    iii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties
                      shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal
                      may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

                  	 
	
                    iv) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when
                      allocating the costs of the arbitration as between the parties.

                  	 
	
                    (v) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

                  	 
	
                    (vi) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the
                      Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

                  	 
	
                    (vii) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share
                      equally the mediator's costs and expenses.

                  	 
	
                    (viii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal
                      except to the extent that they are disclosable under the law and procedure governing the arbitration.

                  	 
	
                    (Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

                  	 
	
                    Note: 19.1. 19.2 and 19.3 are alternatives; indicate

                  	
                    567

                  
	
                    alternative agreed in Box 18.

                  	
                    568

                  
	
                    20.Notices

                  	
                    569

                  
	
                    20.1 Any notice to be given by either party or their agents to the other

                  	
                    570

                  
	
                    party shall be in writing and may be sent by fax, telex,

                  	
                    571

                  
	
                    registered or recorded mail, email or by personal service.

                  	
                    572

                  
	
                    20.2 The address of the Parties for service of such

                  	
                    573

                  
	
                    communication shall be as stated in Boxes 19 and 20,

                  	
                    574

                  
	
                    respectively.

                  	
                    575

                  
	
                    21. Third Party Rights

                  	 
	
                    Except to the extent provided in Sub-clauses 11.3 (Indemnity) and 11.4 (Himalaya), no third parties may enforce any term of this Agreement.

                  	 


          

        

        

        

      

    

    
      
        
          


      

      

      

      
        ANNEX "A" (DETAILS OF VESSEL OR VESSELS)

        

        

      

      	
              Date of Agreement:

            	
              [●]

            	 	 
	 	 	 	 
	
              Name of Vessel(s):

            	
              M/V GLORIUSHIP

            	 
	 	 	 	 
	
              Particulars of Vessel(s):

            	 	 	 
	 	
              Built:

            	
              2004

            	 
	 	
              IMO:

            	
              9266944

            	 
	 	
              GRT:

            	
              87,720 TONS

            	 
	 	
              NRT:

            	
              54,606 TONS

            	 
	 	
              Length:

            	
              280.46M

            	 
	 	
              Breath:

            	
              45.00M

            	 


      

      

      
        
          


      

      

      

      
        ANNEX "B" (BUDGET)

        

        

      

      
        Date of Agreement: [●]

        

        

        Managers Budget in USD for the first year with effect from the Commencement Date of this Agreement: