exv10w9







Exhibit 10.9






	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	 	 
	 	1.

	 	Date of Agreement
	 	 	 	 	Bernhard Schulte Shipmanagement	 
	 	 

	 	 	 	 	 	 	Ship Management Agreement	 
	 	 

	 	13 May 2010
	 	 	 	 		 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	PART I	 
	 	 	 	 	 	 
	 	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	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	     BERNHARD SCHULTE SHIPMANAGEMENT (CYPRUS) LIMITED	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 

	 	Place of registered office
	 	 	 	 	Place of registered office	 
	 	 

	 	     Trust Company Complex Ajeltake Road,
	 	 	 	 	     284 Arch. Makarios III Avenue, Fortuna Court,	 
	 	 

	 	     Ajeltake Island, Majuro, MH 96960, Marshall Island
	 	 	 	 	     Block “B”, 2nd Floor, Limassol	 
	 	 	 	 	 	 	 	 	 	 
	 	 

	 	Law of registry
	 	 	 	 	Law of registry	 
	 	 

	 	     MARSHALL ISLANDS
	 	 	 	 	     CYPRUS	 
	 	 
       	 
	 	4.

	 	Date of commencement of Management Services (Cl. 2)	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 
	 	From
Date
of Vessel
Takeover
by the
Managers
	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	5.

	 	Technical Management (state “yes” or “no” as agreed) (Cl.3.1)
	 	 	6. 
	 	Crew Management (state “yes” or “no” as agreed) (Cl. 3.2)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	Yes
	 	 	 	 	Yes. Please refer to Annex “B” which forms an integral part of

the Ship Management Agreement	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	7.

	 	Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
	 	 	8. 
	 	Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	No
	 	 	 	 	Yes	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	9.

	 	Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)
	 	 	10. 
	 	Sale or Purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	Yes
	 	 	 	 	No	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	11.

	 	Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
	 	 	12. 
	 	Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	Yes. Please refer to Annex “B” which forms an integral part of	 	 	 	 	 	 
	 	 

	 	the Ship Management Agreement
	 	 	 	 	No	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	13.

	 	Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i))
	 	 	14. 
	 	Owners’ Insurance (state alternative (i), (ii), or (iii) of Cl. 6.3)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	No
	 	 	 	 	Managers Arrange — Alternative (i)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	15.

	 	Annual Management Fee (state annual amount) (Cl. 8.1)
	 	 	16. 
	 	Severance Costs (state maximum amount)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	US$130,000
	 	 	 	 	Yes. Please refer to Annex “B” which forms an integral part of

the Ship Management Agreement	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	17.

	 	Date of termination of Agreement (Cl. 16)
	 	 	18. 
	 	Law and Arbitration (place of arbitration must be stated) (Cl. 18)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	31 December 2010
	 	 	 	 	English law to apply and LMAA arbitration in London	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	19.

	 	Notices (state postal and cable address, telex, email and fax number for serving
notice and communication to the Owners) (Cl. 19)
	 	 	20. 
	 	Notices (state postal and cable address, telex, email and fax number for serving
notice and communication to the Managers) (Cl. 19)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	BERNHARD SCHULTE SHIPMANAGEMENT (CYPRUS) LTD.	 
	 	 

	 	 	 	 	 	 	Hanseatic House, 111, Spyrou Araouzou Street, CY-3036 Limassol, Cyprus	 
	 	 

	 	 	 	 	 	 	Email: cy-sdc-man@bs-shipmanagement.com	 
	 	 

	 	 	 	 	 	 	Tel: + 357 25 846 400	 
	 	 

	 	 	 	 	 	 	Fax: + 357 25 745 245	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 




It is mutually agreed between the party mentioned in Box 2 and the party mentioned in Box 3 that
this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B”
(Crew Management Agreement), “C” (Budget) and “D” (Associated Vessels) 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”, “B”, “C” and “D” shall prevail over those of PART II to the
extent of such conflict but no further.




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Signature(s) (Owners)

	 	 	Signature(s) (Managers)	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 
	 	Name:

	 	 	Name: ARTHUR MCWHINNIE / CHRISTOS TOFAS	 
	 	 
	 	 	 	 
	 	Designation:

	 	 	Designation: DIRECTORS	 
	 	 
	 	 	 	 
	 	 	 	 	 	 




BSM SHIPMAN 1.0 (200906)




 









 







PART II

Bernhard Schulte Shipmanagement — Ship Management Agreement






	 	 	 	 	 	 	 	 	 

	 	1	 	 	1.	 	Definitions
	 	2	 	 	 	 	In this Agreement save where the context otherwise requires,
	 	3	 	 	 	 	the following words and expressions shall have the meanings
	 	4	 	 	 	 	hereby assigned to them:
	 	 	 	 	 

	 	 	 	 
	 	5	 	 	 	 	“Crew” means the Master, officers and ratings of the
	 	6	 	 	 	 	numbers, rank and nationality specified in Annex “B” hereto.
	 	7	 	 	 	 	“Crew Insurances” means insurances against crew risks
	 	8	 	 	 	 	which shall include but not be limited to death, sickness,
	 	9	 	 	 	 	repatriation, injury, shipwreck unemployment indemnity and
	 	10	 	 	 	 	loss of personal effects.
	 	11	 	 	 	 	“ISM Code” means the International Management Code for
	 	12	 	 	 	 	the Safe Operation of Ships and for Pollution Prevention and
	 	13	 	 	 	 	any subsequent amendment thereto.
	 	14	 	 	 	 	“ISPS Code” means the International Code for the Security of
	 	15	 	 	 	 	Ships and Port Facilities and the relevant amendments to
	 	16	 	 	 	 	Chapter XI of SOLAS and any subsequent amendment
	 	17	 	 	 	 	thereto.
	 	18	 	 	 	 	“Managers” means the party identified in Box 3.
	 	19	 	 	 	 	“Management Services” means the services specified in
	 	20	 	 	 	 	Sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to
	 	21	 	 	 	 	12.
	 	22	 	 	 	 	“Owners” means the party identified in Box 2.
	 	23	 	 	 	 	“STCW 95” means the International Convention on Standards
	 	24	 	 	 	 	of Training, Certification and Watchkeeping for Seafarers,
	 	25	 	 	 	 	1978, as amended in 1995 or any subsequent amendment
	 	26	 	 	 	 	thereto.
	 	27	 	 	 	 	“Vessel” means the vessel or vessels details of which are set
	 	28	 	 	 	 	out in Annex “A” hereto.
	 	 	 	 	 

	 	 	 	 
	 	29	 	 	2.	 	Appointment of Managers
	 	30	 	 	 	 	With effect from the commencement of the Management
	 	31	 	 	 	 	Services and continuing unless and until terminated as
	 	32	 	 	 	 	provided herein, the Owners hereby appoint the Managers
	 	33	 	 	 	 	and the Managers hereby agree to act as the managers of
	 	34	 	 	 	 	the Vessel in respect of the Management Services.
	 	 	 	 	 

	 	 	 	 
	 	35	 	 	3.	 	Basis of Agreement
	 	36	 	 	 	 	Subject to the terms and conditions herein provided, during
	 	37	 	 	 	 	the period of this Agreement, the Managers shall carry out
	 	38	 	 	 	 	Management Services in respect of the Vessel as agents for
	 	39	 	 	 	 	and on behalf of the Owners. The Managers shall have
	 	40	 	 	 	 	authority to take such actions as they may from time to time
	 	41	 	 	 	 	in their absolute discretion consider to be necessary to
	 	42	 	 	 	 	enable them to perform the Management Services in
	 	43	 	 	 	 	accordance with sound ship management practice.
	 	44	 	 	3.1	 	Technical Management
	 	45	 	 	 	 	(only applicable if agreed according to Box 5)
	 	46	 	 	 	 	The Managers shall provide technical management which
	 	47	 	 	 	 	includes, but is not limited to, the following functions:
	 	48	 	 	 

	 	(i)
	 	ensuring that the Vessel complies with the requirements
	 	49	 	 	 

	 	 	 	of the law of the Flag State;
	 	50	 	 	 

	 	(ii)
	 	compliance with the ISM Code;
	 	51	 	 	 

	 	(iii)
	 	compliance with the ISPS Code;
	 	52	 	 	 

	 	(iv)
	 	provision of competent personnel to supervise the
	 	53	 	 	 

	 	 	 	maintenance and general efficiency of the Vessel;
	 	54	 	 	 

	 	(v)
	 	arrangement and supervision of dry dockings, repairs,
	 	55	 	 	 

	 	 	 	alterations and the maintenance of the Vessel to the
	 	56	 	 	 

	 	 	 	standards agreed with the Owners from time to time,
	 	57	 	 	 

	 	 	 	provided that the Managers shall be entitled to incur the
	 	58	 	 	 

	 	 	 	necessary expenditure to ensure that the Vessel will
	 	59	 	 	 

	 	 	 	comply with all requirements and recommendations of
	 	60	 	 	 

	 	 	 	the classification society, and with the law of the Flag
	 	61	 	 	 

	 	 	 	State of the Vessel and of the places where the Vessel
	 	62	 	 	 

	 	 	 	is required to trade;
	 	63	 	 	 

	 	(vi)
	 	arrangement of the supply of necessary stores, spares
	 	64	 	 	 

	 	 	 	and lubricating oil;
	 	65	 	 	 

	 	(vii)
	 	appointment of surveyors and technical consultants as
	 	66	 	 	 

	 	 	 	the Managers may consider from time to time to be
	 	67	 	 	 

	 	 	 	necessary;









	 	 	 	 	 	 	 	 	 

	 	68	 	 	 

	 	(viii)
	 	development, implementation and maintenance of a
	 	69	 	 	 

	 	 	 	Safety Management System (SMS) in accordance with
	 	70	 	 	 

	 	 	 	the ISM Code (see Sub-clause 4.2);
	 	71	 	 	 

	 	(ix)
	 	arrangement of the sampling and testing of bunkers;
	 	72	 	 	 

	 	 	 	and
	 	73	 	 	 

	 	(x)
	 	installation of PMS software onboard on Owners’
	 	74	 	 	 

	 	 	 	account.
	 	75	 	 	3.2	 	Crew Management
	 	76	 	 	 	 	(only applicable if agreed according to Box 6)
	 	77	 	 	 	 	The Managers shall provide suitable and qualified Crew for
	 	78	 	 	 	 	the Vessel as required by the Owners in accordance with the
	 	79	 	 	 	 	STCW 95 requirements as per Annex “B”.
	 	80	 	 	3.3	 	Commercial Management
	 	81	 	 	 	 	(only applicable if agreed according to Box 7)
	 	82	 	 	 	 	The Managers shall provide the commercial operation of the
	 	83	 	 	 	 	Vessel, as required by the Owners, which includes, but is not
	 	84	 	 	 	 	limited to, the following functions:
	 	85	 	 	 

	 	(i)
	 	providing chartering services in accordance with the
	 	86	 	 	 

	 	 	 	Owners’ instructions which include, but are not limited
	 	87	 	 	 

	 	 	 	to, seeking and negotiating employment for the Vessel
	 	88	 	 	 

	 	 	 	and the conclusion (including the execution thereof) of
	 	89	 	 	 

	 	 	 	charter parties or other contracts relating to the
	 	90	 	 	 

	 	 	 	employment of the Vessel. If such a contract exceeds
	 	91	 	 	 

	 	 	 	the period stated in Box 13, consent thereto in writing
	 	92	 	 	 

	 	 	 	shall first be obtained from the Owners;
	 	93	 	 	 

	 	(ii)
	 	arranging of the proper payment to Owners or their
	 	94	 	 	 

	 	 	 	nominees of all hire and/or freight revenues or other
	 	95	 	 	 

	 	 	 	moneys of whatsoever nature to which Owners may be
	 	96	 	 	 

	 	 	 	entitled arising out of the employment of or otherwise in
	 	97	 	 	 

	 	 	 	connection with the Vessel;
	 	98	 	 	 

	 	(iii)
	 	providing voyage estimates and accounts and
	 	99	 	 	 

	 	 	 	calculating of hire, freights, demurrage and/or despatch
	 	100	 	 	 

	 	 	 	moneys due from or due to the charterers of the Vessel;
	 	101	 	 	 

	 	(iv)
	 	issuing of voyage instructions;
	 	102	 	 	 

	 	(v)
	 	appointing agents;
	 	103	 	 	 

	 	(vi)
	 	appointing stevedores; and
	 	104	 	 	 

	 	(vii)
	 	arranging surveys associated with the commercial
	 	105	 	 	 

	 	 	 	operation of the Vessel.
	 	106	 	 	3.4	 	Insurance Arrangements
	 	107	 	 	 	 	(only applicable if agreed according to Box 8)
	 	108	 	 	 	 	The Managers shall arrange insurances in accordance with
	 	109	 	 	 	 	Clause 6 and the reasonable instructions of the Owners.
	 	110	 	 	3.5	 	Accounting Services
	 	111	 	 	 	 	(only applicable if agreed according to Box 9)
	 	112	 	 	 	 	The Managers shall:
	 	113	 	 	 

	 	(i)
	 	establish an accounting system which meets the
	 	114	 	 	 

	 	 	 	reasonable requirements of the Owners and provide
	 	115	 	 	 

	 	 	 	regular accounting services, supply regular reports and
	 	116	 	 	 

	 	 	 	records; and
	 	117	 	 	 

	 	(ii)
	 	maintain the records of all costs and expenditure
	 	118	 	 	 

	 	 	 	incurred as well as data necessary or proper for the
	 	119	 	 	 

	 	 	 	settlement of accounts between the parties.
	 	120	 	 	3.6	 	Sale or Purchase of the Vessel
	 	121	 	 	 	 	(only applicable if agreed according to Box 10)
	 	122	 	 	 	 	The Managers shall, in accordance with the Owners’
	 	123	 	 	 	 	instructions, supervise the sale or purchase of the Vessel,
	 	124	 	 	 	 	including the performance of any sale or purchase
	 	125	 	 	 	 	agreement, but not negotiation of the same.
	 	126	 	 	3.7	 	Provisions (only applicable if agreed according to Box 11)
	 	127	 	 	 	 	The Managers shall arrange for the supply of provisions.
	 	128	 	 	3.8	 	Bunkering (only applicable if agreed according to Box 12)
	 	129	 	 	 	 	The Managers shall arrange for the provision of bunker fuel of
	 	130	 	 	 	 	the quality specified by the Owners as required for the
	 	131	 	 	 	 	Vessel’s trade.
	 	 	 	 	 

	 	 	 	 
	 	132	 	 	4.	 	Managers’ Obligations
	 	133	 	 	4.1	 	The Managers undertake to exercise all reasonable care and
	 	134	 	 	 	 	skill in providing the agreed Management Services as agents
	 	135	 	 	 	 	for and on behalf of the Owners in accordance with sound
	 	136	 	 	 	 	ship management practice and to protect and promote the










BSM SHIPMAN 1.0 (200906)





 











 





PART II

Bernhard Schulte Shipmanagement — Ship Management Agreement






	 	 	 	 	 	 	 	 	 

	 	137	 	 	 	 	interests of the Owners in all matters relating to the provision
	 	138	 	 	 	 	of services hereunder.
	 	139	 	 	 	 	Provided, however, that the Managers in the performance of
	 	140	 	 	 	 	their management responsibilities under this Agreement shall
	 	141	 	 	 	 	be entitled to have regard to their overall responsibility in
	 	142	 	 	 	 	relation to all vessels as may from time to time be entrusted
	 	143	 	 	 	 	to their management and in particular, but without prejudice
	 	144	 	 	 	 	to the generality of the foregoing, the Managers shall be
	 	145	 	 	 	 	entitled to allocate available supplies, manpower and services
	 	146	 	 	 	 	in such manner as in the prevailing circumstances the
	 	147	 	 	 	 	Managers in their absolute discretion consider to be fair and
	 	148	 	 	 	 	reasonable.
	 	149	 	 	4.2	 	Where the Managers are providing Technical Management in
	 	150	 	 	 	 	accordance with Sub-clause 3.1, they shall procure that the
	 	151	 	 	 	 	requirements of the law of the Flag State of the Vessel are
	 	152	 	 	 	 	satisfied and they shall in particular be deemed to be the
	 	153	 	 	 	 	“Company” as defined by the ISM Code, assuming the
	 	154	 	 	 	 	responsibility for the operation of the Vessel and taking over
	 	155	 	 	 	 	the duties and responsibilities imposed by the ISM Code
	 	156	 	 	 	 	when applicable.
	 	 	 	 	 
	 	 	 	 
	 	157	 	 	5.	 	Owners’ Obligations
	 	158	 	 	5.1	 	The Owners shall pay all sums due to the Managers
	 	159	 	 	 	 	punctually in accordance with the terms of this Agreement.
	 	160	 	 	5.2	 	Where the Managers are providing Technical Management in
	 	161	 	 	 	 	accordance with Sub-clause 3.1, the Owners shall:
	 	162	 	 	 

	 	(i)
	 	procure that all officers and ratings supplied by them or
	 	163	 	 	 

	 	 	 	on their behalf comply with the requirements of STCW
	 	164	 	 	 

	 	 	 	95;
	 	165	 	 	 

	 	(ii)
	 	instruct such officers and ratings to obey all reasonable
	 	166	 	 	 

	 	 	 	orders of the Managers in connection with the operation
	 	167	 	 	 

	 	 	 	of the Managers’ Safety Management System.
	 	168	 	 	5.3	 	The Owners shall be liable to the Managers for a default
	 	169	 	 	 	 	interest at a LIBOR rate plus 1% per annum on the
	 	170	 	 	 	 	outstanding amount for non-payment of any money by the
	 	171	 	 	 	 	Owners to the Managers under or in connection with this
	 	172	 	 	 	 	Agreement.
	 	173	 	 	5.4	 	The Owners will consult with the Managers before they
	 	174	 	 	 	 	confirm to Charterers compliance of the Vessel as per the
	 	175	 	 	 	 	requirements of the charter party.
	 	 	 	 	 
	 	 	 	 
	 	176	 	 	6.	 	Insurance Policies
	 	177	 	 	 	 	The Owners shall procure that throughout the period of this
	 	178	 	 	 	 	Agreement:
	 	179	 	 	6.1	 	at the Owners’ expense, the Vessel is insured for not less
	 	180	 	 	 	 	than her sound market value or entered for her full gross
	 	181	 	 	 	 	tonnage, as the case may be for:
	 	182	 	 	 

	 	(i)
	 	usual hull and machinery marine risks (including crew
	 	183	 	 	 

	 	 	 	negligence) and excess liabilities;
	 	184	 	 	 

	 	(ii)
	 	protection and indemnity risks (including pollution risks
	 	185	 	 	 

	 	 	 	and Crew Insurances); and
	 	186	 	 	 

	 	(iii)
	 	war risks (including blocking and trapping, protection
	 	187	 	 	 

	 	 	 	and indemnity and crew risks); and
	 	188	 	 	 	 	in accordance with the best practice of prudent owners of
	 	189	 	 	 	 	vessels of a similar type to the Vessel, with first class
	 	190	 	 	 	 	insurance companies, underwriters or associations (“the
	 	191	 	 	 	 	Owners’ Insurances”).
	 	192	 	 	6.2	 	all premiums and calls on the Owners’ Insurances are paid
	 	193	 	 	 	 	promptly by their due date.
	 	194	 	 	6.3	 	the Owners’ Insurances name the Managers and any third
	 	195	 	 	 	 	party designated by the Managers as a joint assured, with full
	 	196	 	 	 	 	cover, with the Owners obtaining cover in respect of each of
	 	197	 	 	 	 	the insurances specified in Sub-clause 6.1:
	 	198	 	 	 

	 	(i)
	 	on terms whereby the Managers and any such third
	 	199	 	 	 

	 	 	 	party are liable in respect of premiums or calls arising in
	 	200	 	 	 

	 	 	 	connection with the Owners’ Insurances; or
	 	201	 	 	 

	 	(ii)
	 	if obtainable, on terms such that neither the Managers
	 	202	 	 	 

	 	 	 	nor any such third party shall be under any liability in
	 	203	 	 	 

	 	 	 	respect of premiums or calls arising in connection with
	 	204	 	 	 

	 	 	 	the Owners’ Insurances; or
	 	205	 	 	 

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









	 	 	 	 	 	 	 

	 	206	 	 	 

	 	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left
	 	207	 	 	 

	 	blank then (i) applies.
	 	208	 	 	6.4

	 	written evidence is provided, to the reasonable satisfaction of
	 	209	 	 	 

	 	the Managers, of their compliance with their obligations under
	 	210	 	 	 

	 	Clause 6 within a reasonable time of the commencement of
	 	211	 	 	 

	 	the Agreement, and of each renewal date and, if specifically
	 	212	 	 	 

	 	requested, of each payment date of the Owners’ Insurances.
	 	 	 	 	 
	 	 
	 	213	 	 	7.

	 	Income Collected and Expenses Paid on Behalf of
	 	214	 	 	 

	 	Owners
	 	215	 	 	7.1

	 	All moneys collected by the Managers under the terms of this
	 	216	 	 	 

	 	Agreement (other than moneys payable by the Owners to the
	 	217	 	 	 

	 	Managers) and any interest thereon shall be held to the credit
	 	218	 	 	 

	 	of the Owners in a separate bank account.
	 	219	 	 	7.2

	 	All expenses incurred by the Managers under the terms of
	 	220	 	 	 

	 	this Agreement on behalf of the Owners (including expenses
	 	221	 	 	 

	 	as provided in Clause 8) may be debited against the Owners
	 	222	 	 	 

	 	in the account referred to under Sub-clause 7.1 but shall in
	 	223	 	 	 

	 	any event remain payable by the Owners to the Managers on
	 	224	 	 	 

	 	demand.
	 	 	 	 	 
	 	 
	 	225	 	 	8.

	 	Management Fee
	 	226	 	 	8.1

	 	The Owners shall pay to the Managers for their services as
	 	227	 	 	 

	 	Managers under this Agreement an annual management fee
	 	228	 	 	 

	 	as stated in Box 15 which shall be payable by equal calendar-
	 	229	 	 	 

	 	monthly installments in advance, the first installment being
	 	230	 	 	 

	 	payable pro rata on the commencement of this Agreement
	 	231	 	 	 

	 	(see Clause 2 and Box 4) and subsequent installments being
	 	232	 	 	 

	 	payable every calendar month. If the Managers’
	 	233	 	 	 

	 	superintendents or other staff spend more than 21 days
	 	234	 	 	 

	 	visiting the Vessel in any calendar year (or pro rata of a
	 	235	 	 	 

	 	calendar year), Managers will charge Owners for such excess
	 	236	 	 	 

	 	days US$650 per day / person.
	 	237	 	 	8.2

	 	The management fee shall be subject to an annual review on
	 	238	 	 	 

	 	the calendar year end and the proposed fee shall be
	 	239	 	 	 

	 	presented in the annual budget referred to in Sub-clause 9.1.
	 	240	 	 	8.3

	 	The Owners shall pay to the Managers for their services
	 	241	 	 	 

	 	rendered before the commencement of the Management
	 	242	 	 	 

	 	Services a Pre-delivery Management Fee of US$8,000 on or
	 	243	 	 	 

	 	before the commencement of the Management Services.
	 	244	 	 	8.4

	 	The Managers shall, at no extra cost to the Owners, provide
	 	245	 	 	 

	 	their own office accommodation, office staff, facilities and
	 	246	 	 	 

	 	stationery. Without limiting the generality of Clause 7 the
	 	247	 	 	 

	 	Owners shall reimburse the Managers for postage and
	 	248	 	 	 

	 	communication expenses, travelling expenses, and other out
	 	249	 	 	 

	 	of pocket expenses properly incurred by the Managers in
	 	250	 	 	 

	 	pursuance of the Management Services.
	 	251	 	 	8.5

	 	In the event of the appointment of the Managers being
	 	252	 	 	 

	 	terminated by the Owners or the Managers in accordance
	 	253	 	 	 

	 	with the provisions of Clauses 16 and 17 other than by
	 	254	 	 	 

	 	reason of default by the Managers, or if the Vessel is lost, the
	 	255	 	 	 

	 	“management fee” payable to the Managers according to the
	 	256	 	 	 

	 	provisions of Sub-clause 8.1, shall continue to be payable for
	 	257	 	 	 

	 	a further period of three (3) months as from the termination
	 	258	 	 	 

	 	date.
	 	259	 	 	8.6

	 	If the Owners decide to lay-up the Vessel whilst this
	 	260	 	 	 

	 	Agreement remains in force and such lay-up lasts for more
	 	261	 	 	 

	 	than three (3) calendar months, an appropriate reduction of
	 	262	 	 	 

	 	the annual management fee for the period exceeding three
	 	263	 	 	 

	 	(3) calendar months until one (1) calendar month before the
	 	264	 	 	 

	 	Vessel is again put into service shall be mutually agreed
	 	265	 	 	 

	 	between the parties.
	 	266	 	 	8.7

	 	Unless otherwise agreed in writing all discounts and
	 	267	 	 	 

	 	commissions obtained by the Managers in the course of the
	 	268	 	 	 

	 	management of the Vessel shall be credited to the Owners.
	 	269	 	 	8.8

	 	If the Vessel is not taken over by the Managers, for whatever
	 	270	 	 	 

	 	reason, Managers are entitled to charge to the Owners all
	 	271	 	 	 

	 	costs incurred in relation to the take over of the Vessel.
	 	 	 	 	 
	 	 
	 	272	 	 	9.

	 	Budgets and Management of Funds










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	 	273	 	 	9.1	 	The Managers shall present to the Owners calendar-yearly a
	 	274	 	 	 	 	budget in such form as the Owners require. The first budget
	 	275	 	 	 	 	for part of, the whole of or more than a complete calendar
	 	276	 	 	 	 	year is set out in Annex “C” hereto (the first Budget does not
	 	277	 	 	 	 	include any upgrading costs which may be agreed upon
	 	278	 	 	 	 	separately between the Owners and the Managers.) and shall
	 	279	 	 	 	 	be subject to review by both parties after three (3) calendar
	 	280	 	 	 	 	months. Subsequent budgets for part of or the whole of a
	 	281	 	 	 	 	complete calendar year shall be prepared by the Managers
	 	282	 	 	 	 	and submitted to the Owners no later than the immediately
	 	283	 	 	 	 	preceding October (see Clause 2 and Box 4) and any
	 	284	 	 	 	 	proposed revised Annual Management Fee shall be
	 	285	 	 	 	 	presented therein.
	 	286	 	 	9.2	 	The annual budget will also be subject to review by both
	 	287	 	 	 	 	parties upon any change in the Vessel’s trading area, as set
	 	288	 	 	 	 	out in Annex “C” hereto.
	 	289	 	 	9.3	 	The Owners shall indicate to the Managers their acceptance
	 	290	 	 	 	 	and approval of the annual budget within one (1) month of
	 	291	 	 	 	 	presentation and in the absence of any such indication the
	 	292	 	 	 	 	Managers shall be entitled to assume that the Owners have
	 	293	 	 	 	 	accepted the proposed budget. If the Owners refuse to
	 	294	 	 	 	 	accept and approve the annual budget within the time
	 	295	 	 	 	 	specified herein, the Managers shall have the right to
	 	296	 	 	 	 	terminate the Agreement with immediate effect by notice in
	 	297	 	 	 	 	writing.
	 	298	 	 	9.4	 	Following the agreement of the budget, the Managers shall
	 	299	 	 	 	 	request in writing and the Owners shall remit on a monthly
	 	300	 	 	 	 	basis, 1/12th of the agreed annual budget (adjusted with any
	 	301	 	 	 	 	amount due to/from the Managers as per the monthly cash
	 	302	 	 	 	 	position of the Vessel submitted to Owners by the Managers)
	 	303	 	 	 	 	for the Vessel not later than the 5th day of each calendar
	 	304	 	 	 	 	month, into the account of the Managers free of all expenses
	 	305	 	 	 	 	and bank charges. The Managers shall also request funds for
	 	306	 	 	 	 	occasional or extraordinary items of expenditure, provided
	 	307	 	 	 	 	same have been discussed and agreed with Owners, such as
	 	308	 	 	 	 	emergency repair costs or provisions outside the agreed
	 	309	 	 	 	 	budget as agreed between Owners and Managers and
	 	310	 	 	 	 	Owners shall remit such funds agreed in advance. All
	 	311	 	 	 	 	remittances to the Managers should be made to the bank
	 	312	 	 	 	 	account no. DE89 2012 0000 0520 5820 08 of the Managers
	 	313	 	 	 	 	with BERENBERG BANK, HAMBURG.
	 	314	 	 	9.5	 	The Owners agree and undertake, for so long as any amount
	 	315	 	 	 	 	due to the Managers under the Agreement remains
	 	316	 	 	 	 	outstanding that they shall not sell or transfer or otherwise
	 	317	 	 	 	 	dispose of the Vessel or any share therein without having the
	 	318	 	 	 	 	Managers informed timely prior to such sale or transfer and
	 	319	 	 	 	 	that a claim by the Managers for such amount may be made
	 	320	 	 	 	 	and be enforceable against the Owners and/or the Vessel,
	 	321	 	 	 	 	being a claim in respect of any outstanding accounts payable
	 	322	 	 	 	 	to the Managers, including management fees and
	 	323	 	 	 	 	disbursements incurred by the Managers, as Agent, on
	 	324	 	 	 	 	account of the Vessel and/or in respect of goods or materials
	 	325	 	 	 	 	and services supplied to the Vessel for her operation or
	 	326	 	 	 	 	maintenance and/or in respect of the repair of equipment of
	 	327	 	 	 	 	the Vessel.
	 	328	 	 	9.6	 	The Managers shall produce a comparison between
	 	329	 	 	 	 	budgeted and actual income and expenditure of the Vessel in
	 	330	 	 	 	 	such form as required by the Owners monthly or at such
	 	331	 	 	 	 	other intervals as mutually agreed.
	 	332	 	 	9.7	 	Notwithstanding anything contained herein to the contrary,
	 	333	 	 	 	 	the Managers shall in no circumstances be required to use or
	 	334	 	 	 	 	commit their own funds to finance the provision of the
	 	335	 	 	 	 	Management Services.
	 	336	 	 	9.8	 	Working Fund —
	 	337	 	 	 

	 	(i)
	 	The Owners agree to remit on commencement of the
	 	338	 	 	 

	 	 	 	Agreement a “working fund” of US$75,000 which shall
	 	339	 	 	 

	 	 	 	be kept in the bank account of the Managers. The
	 	340	 	 	 

	 	 	 	Owners shall maintain the working fund in balance of
	 	341	 	 	 

	 	 	 	US$75,000 as per the Cash Position Statement issued
	 	342	 	 	 

	 	 	 	by the Managers.









	 	 	 	 	 	 	 	 	 

	 	343	 	 	 

	 	(ii)
	 	All interest earned less any charges on the working fund
	 	344	 	 	 

	 	 	 	shall be for the account of the Owners. Upon
	 	345	 	 	 

	 	 	 	termination of the Agreement the balance of the working
	 	346	 	 	 

	 	 	 	fund, if any, shall be returned to the Owners.
	 	347	 	 	 

	 	(iii)
	 	If the Owners have more than one Vessel under a
	 	348	 	 	 

	 	 	 	management agreement with the Managers then the
	 	349	 	 	 

	 	 	 	Owners herewith agree that the working fund placed
	 	350	 	 	 

	 	 	 	with the Managers for each individual vessel amounting
	 	351	 	 	 

	 	 	 	to US$75,000 per vessel may be used by the Managers
	 	352	 	 	 

	 	 	 	wholly or partly for each one or all vessels under
	 	353	 	 	 

	 	 	 	management with the Managers.
	 	354	 	 	 

	 	 	 	The Owners agree to maintain the said working funds in
	 	355	 	 	 

	 	 	 	accordance with the Cash Position Statements issued
	 	356	 	 	 

	 	 	 	by the Managers such that at any time the said working
	 	357	 	 	 

	 	 	 	funds are not less than a minimum of US$75,000 for
	 	358	 	 	 

	 	 	 	each Vessel.
	 	 	 	 	 
	 	 	 	 
	 	359	 	 	10.	 	Managers’ Right to Sub-Contract
	 	360	 	 	 	 	The Managers shall not have the right to sub-contract any of
	 	361	 	 	 	 	their obligations hereunder without the prior written consent of
	 	362	 	 	 	 	the Owners which shall not be unreasonably withheld. In the
	 	363	 	 	 	 	event of such a sub-contract the Managers shall remain fully
	 	364	 	 	 	 	liable for the due performance of their obligations under this
	 	365	 	 	 	 	Agreement.
	 	 	 	 	 
	 	 	 	 
	 	366	 	 	11.	 	Responsibilities
	 	367	 	 	11.1	 	Force Majeure - Neither party shall be liable for any loss,
	 	368	 	 	 	 	damage or delay due to any of the following force majeure
	 	369	 	 	 	 	events and/or conditions to the extent the party invoking force
	 	370	 	 	 	 	majeure is prevented or hindered from performing any or all
	 	371	 	 	 	 	of their obligations under this Agreement, provided they have
	 	372	 	 	 	 	made all reasonable efforts to avoid, minimize or prevent the
	 	373	 	 	 	 	effect of such events and/or conditions:
	 	374	 	 	 

	 	(i)
	 	acts of God;
	 	375	 	 	 

	 	(ii)
	 	any Government requisition, control, intervention,
	 	376	 	 	 

	 	 	 	requirement or interference;
	 	377	 	 	 

	 	(iii)
	 	any circumstances arising out of war, threatened act of
	 	378	 	 	 

	 	 	 	war or warlike operations, acts of terrorism, sabotage or
	 	379	 	 	 

	 	 	 	piracy, or the consequences thereof;
	 	380	 	 	 

	 	(iv)
	 	riots, civil commotion, blockades or embargoes;
	 	381	 	 	 

	 	(v)
	 	epidemics;
	 	382	 	 	 

	 	(vi)
	 	earthquakes, landslides, floods or other extraordinary
	 	383	 	 	 

	 	 	 	weather conditions;
	 	384	 	 	 

	 	(vii)
	 	strikes, lockouts or other industrial action, unless limited
	 	385	 	 	 

	 	 	 	to the employees (which shall not include the Crew) of
	 	386	 	 	 

	 	 	 	the party seeking to invoke force majeure;
	 	387	 	 	 

	 	(viii)
	 	fire, accident, explosion except where caused by
	 	388	 	 	 

	 	 	 	negligence of the party seeking to invoke force majeure;
	 	389	 	 	 

	 	(ix)
	 	any other similar cause beyond the reasonable control
	 	390	 	 	 

	 	 	 	of either party.
	 	391	 	 	11.2	 	Liability to Owners - Without prejudice to Sub-clause 11.1,
	 	392	 	 	 	 	the Managers shall be under no liability whatsoever to the
	 	393	 	 	 	 	Owners for any loss, damage, delay or expense of
	 	394	 	 	 	 	whatsoever nature, whether direct or indirect, (including but
	 	395	 	 	 	 	not limited to loss of profit arising out of or in connection with
	 	396	 	 	 	 	detention of or delay to the Vessel) and howsoever arising in
	 	397	 	 	 	 	the course of performance of the Management Services
	 	398	 	 	 	 	UNLESS same is proved to have resulted solely from the
	 	399	 	 	 	 	negligence, gross negligence or wilful default of the
	 	400	 	 	 	 	Managers or their employees, or agents or sub-contractors
	 	401	 	 	 	 	employed by them in connection with the Vessel, in which
	 	402	 	 	 	 	case (save where loss, damage, delay or expense has
	 	403	 	 	 	 	resulted from the Managers’ personal act or omission
	 	404	 	 	 	 	committed with the intent to cause same or recklessly and
	 	405	 	 	 	 	with knowledge that such loss, damage, delay or expense
	 	406	 	 	 	 	would probably result) the Managers’ liability for each incident
	 	407	 	 	 	 	or series of incidents giving rise to a claim or claims shall
	 	408	 	 	 	 	never exceed a total of ten (10) times the annual
	 	409	 	 	 	 	management fee payable hereunder.
	 	410	 	 	11.3	 	Indemnity - Except to the extent and solely for the amount
	 	411	 	 	 	 	therein set out that the Managers would be liable under Sub-










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	 	412	 	 	 

	 	clause 11.2, the Owners hereby undertake to keep the
	 	413	 	 	 

	 	Managers and their employees, agents and sub-contractors
	 	414	 	 	 

	 	indemnified and to hold them harmless against all actions,
	 	415	 	 	 

	 	proceedings, claims, demands or liabilities whatsoever or
	 	416	 	 	 

	 	howsoever arising which may be brought against them or
	 	417	 	 	 

	 	incurred or suffered by them arising out of or in connection
	 	418	 	 	 

	 	with the performance of the Agreement, and against and in
	 	419	 	 	 

	 	respect of all costs, losses, damages and expenses
	 	420	 	 	 

	 	(including legal costs and expenses on a full indemnity basis)
	 	421	 	 	 

	 	which the Managers may suffer or incur (either directly or
	 	422	 	 	 

	 	indirectly) in the course of the performance of this Agreement.
	 	423	 	 	11.4

	 	“Himalaya” - It is hereby expressly agreed that no employee
	 	424	 	 	 

	 	or agent of the Managers (including every sub-contractor
	 	425	 	 	 

	 	from time to time employed by the Managers) shall in any
	 	426	 	 	 

	 	circumstances whatsoever be under any liability whatsoever
	 	427	 	 	 

	 	to the Owners for any loss, damage or delay of whatsoever
	 	428	 	 	 

	 	kind arising or resulting directly or indirectly from any act,
	 	429	 	 	 

	 	neglect or default on his part while acting in the course of or
	 	430	 	 	 

	 	in connection with his employment and, without prejudice to
	 	431	 	 	 

	 	the generality of the foregoing provisions in this Clause 11,
	 	432	 	 	 

	 	every exemption, limitation, condition and liberty herein
	 	433	 	 	 

	 	contained and every right, exemption from liability, defence
	 	434	 	 	 

	 	and immunity of whatsoever nature applicable to the
	 	435	 	 	 

	 	Managers or to which the Managers are entitled hereunder
	 	436	 	 	 

	 	shall also be available and shall extend to protect every such
	 	437	 	 	 

	 	employee or agent of the Managers acting as aforesaid and
	 	438	 	 	 

	 	for the purpose of all the foregoing provisions of this Clause
	 	439	 	 	 

	 	11 the Managers are or shall be deemed to be acting as
	 	440	 	 	 

	 	agent or trustee on behalf of and for the benefit of all persons
	 	441	 	 	 

	 	who are or might be their servants or agents from time to time
	 	442	 	 	 

	 	(including sub-contractors as aforesaid) and all such persons
	 	443	 	 	 

	 	shall to this extent be or be deemed to be parties to this
	 	444	 	 	 

	 	Agreement.
	 	 	 	 	 
	 	 
	 	445	 	 	12.

	 	General Administration
	 	446	 	 	12.1

	 	The Managers shall keep the Owners informed in a timely
	 	447	 	 	 

	 	manner of any incident of which the Managers become aware
	 	448	 	 	 

	 	which gives or may give rise to delays to the Vessel or claims
	 	449	 	 	 

	 	or disputes involving third parties.
	 	450	 	 	12.2

	 	The Managers shall, on behalf of Owners handle and settle
	 	451	 	 	 

	 	all claims and disputes with third parties arising out of the
	 	452	 	 	 

	 	Management Services hereunder.
	 	453	 	 	12.3

	 	The Managers shall, as instructed by Owners, bring or defend
	 	454	 	 	 

	 	actions, suits or proceedings in connection with matters
	 	455	 	 	 

	 	entrusted to the Managers according to this Agreement, on
	 	456	 	 	 

	 	terms to be agreed.
	 	457	 	 	12.4

	 	The Managers shall also have power to obtain legal or
	 	458	 	 	 

	 	technical or other outside expert advice in relation to the
	 	459	 	 	 

	 	handling and settlement of claims and disputes or all other
	 	460	 	 	 

	 	matters affecting the interests of the Owners in respect of the
	 	461	 	 	 

	 	Vessel.
	 	462	 	 	12.5

	 	On giving reasonable notice, the Owners may request, and
	 	463	 	 	 

	 	the Managers shall make available all documentation and
	 	464	 	 	 

	 	records in respect of the matters covered by this Agreement
	 	465	 	 	 

	 	either related to statutory rules or regulations or other
	 	466	 	 	 

	 	obligations (including but not limited to the ISM Code and
	 	467	 	 	 

	 	ISPS Code) or to bring or defend claims against or by third
	 	468	 	 	 

	 	parties. The Owners shall make available, upon the
	 	469	 	 	 

	 	Managers’ request, information or documents required by the
	 	470	 	 	 

	 	Ship Security Plan and/ or by the ISPS Code.
	 	471	 	 	12.6

	 	The Owners shall arrange for the provision of any necessary
	 	472	 	 	 

	 	guarantee bond or other security.
	 	473	 	 	12.7

	 	Any costs reasonably incurred by the Managers in carrying
	 	474	 	 	 

	 	out their obligations according to this Clause 12 shall be
	 	475	 	 	 

	 	reimbursed by the Owners.
	 	 	 	 	 
	 	 
	 	476	 	 	13.

	 	Accounts
	 	477	 	 	 

	 	The Managers shall at all times maintain and keep true and
	 	478	 	 	 

	 	correct accounts and shall make the same available for
	 	479	 	 	 

	 	inspection by the Owners at such times as may be mutually
	 	480	 	 	 

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









	 	 	 	 	 	 	 	 	 	 	 

	 	481	 	 	 	 	Agreement, the Managers shall release to the Owners, if so
	 	482	 	 	 	 	requested, the originals where possible, or otherwise certified
	 	483	 	 	 	 	copies at the Owners’ expenses, of all such accounts and all
	 	484	 	 	 	 	documents specifically relating to the Vessel and her
	 	485	 	 	 	 	operation.
	 	 	 	 	 
	 	 	 	 	 	 
	 	486	 	 	14.	 	Inspection of Vessel
	 	487	 	 	 	 	By Owners
	 	488	 	 	 	 	The Owners shall have the right at any time after giving
	 	489	 	 	 	 	reasonable notice to the Managers to inspect the Vessel for
	 	490	 	 	 	 	any reason they consider necessary. The Owners are entitled
	 	491	 	 	 	 	to make recommendations as to possible repair or
	 	492	 	 	 	 	maintenance matters, in writing, to the Managers only, such
	 	493	 	 	 	 	recommendations will not be given to the Vessel by the
	 	494	 	 	 	 	Owners.
	 	 	 	 	 
	 	 	 	 	 	 
	 	495	 	 	15.	 	Compliance with Laws and Regulations
	 	496	 	 	 	 	The Parties will not do or permit to be done anything which
	 	497	 	 	 	 	might cause any breach or infringement of the laws and
	 	498	 	 	 	 	regulations of the Vessel’s flag, or of the places where she
	 	499	 	 	 	 	trades.
	 	 	 	 	 
	 	 	 	 	 	 
	 	500	 	 	16.	 	Duration of the Agreement
	 	501	 	 	 	 	This Agreement shall come into effect in accordance with Box
	 	502	 	 	 	 	4 and shall continue until the date stated in Box 17.
	 	503	 	 	 	 	Thereafter it shall continue until terminated under Clause 17.
	 	504	 	 	 	 	If the Vessel is not taken over by the Managers, for whatever
	 	505	 	 	 	 	reason, the Agreement is deemed to have commenced on
	 	506	 	 	 	 	the date stated in Box 1.
	 	 	 	 	 
	 	 	 	 	 	 
	 	507	 	 	17.	 	Termination
	 	508	 	 	17.1	 	Owners’ Default
	 	509	 	 	 	 	(i)	 	The Managers shall be entitled to terminate the
	 	510	 	 	 	 	 	 	Agreement with immediate effect by notice in writing if
	 	511	 	 	 	 	 	 	any moneys payable by the Owners under this
	 	512	 	 	 	 	 	 	Agreement, and/or the Owners of any associated
	 	513	 	 	 	 	 	 	vessel, details of which are listed in Annex “D” hereto,
	 	514	 	 	 	 	 	 	shall not have been received in the Managers’
	 	515	 	 	 	 	 	 	nominated account within seven (7) running days of
	 	516	 	 	 	 	 	 	receipt by the Owners of the Managers written request
	 	517	 	 	 	 	 	 	or if the Vessel is arrested as a result of any legal
	 	518	 	 	 	 	 	 	proceedings by any creditor of the Owners or
	 	519	 	 	 	 	 	 	repossessed by the Mortgagees. All cost incurred,
	 	520	 	 	 	 	 	 	arising out of breach of Sub-clauses 9.4 and 9.5 by
	 	521	 	 	 	 	 	 	Owners shall be payable by the Owners to the
	 	522	 	 	 	 	 	 	Managers.
	 	523	 	 	 

	 	(ii)
	 	 	 	If the Owners:
	 	524	 	 	 

	 	 	 	(a)
	 	fail to meet their obligations under Clause 5 of this
	 	525	 	 	 

	 	 	 	 	 	Agreement for any reason within their control, or
	 	526	 	 	 

	 	 	 	(b)	 	proceed with the employment of or continue to
	 	527	 	 	 
	 	 	 	 	 	employ the Vessel in the carriage of contraband,
	 	528	 	 	 

	 	 	 	 	 	blockade running, or in an unlawful trade, or on a
	 	529	 	 	 

	 	 	 	 	 	voyage which in the reasonable opinion of the
	 	530	 	 	 

	 	 	 	 	 	Managers is unduly hazardous or improper,
	 	531	 	 	 
	 	 	 	the Managers may give notice of the default to the
	 	532	 	 	 
	 	 	 	Owners, requiring them to remedy it as soon as
	 	533	 	 	 
	 	 	 	practically possible. In the event that the Owners
fail to
	 	534	 	 	 
	 	 	 	remedy it within a reasonable time to the
satisfaction of
	 	535	 	 	 
	 	 	 	the Managers, the Managers shall be entitled to
	 	536	 	 	 
	 	 	 	terminate the Agreement with immediate effect by
	 	537	 	 	 
	 	 	 	notice in writing.
	 	538	 	 	17.2	 	Managers’ Default
	 	539	 	 	 	 	If the Managers fail to meet their obligations under Clauses 3
	 	540	 	 	 	 	and 4 of this Agreement for any reason within the control of
	 	541	 	 	 	 	the Managers, the Owners may give notice to the Managers
	 	542	 	 	 	 	of the default, requiring them to remedy it as soon as
	 	543	 	 	 	 	practically possible. In the event that the Managers fail to
	 	544	 	 	 	 	remedy it within a reasonable time to the satisfaction of the
	 	545	 	 	 	 	Owners, the Owners shall be entitled to terminate the
	 	546	 	 	 	 	Agreement by notice in writing to the Managers, the same to
	 	547	 	 	 	 	take effect on a date to be specified by the Owners not less










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	 	548	 	 	 	 	than thirty (30) days from the date of notice, unless mutually
	 	549	 	 	 	 	agreed otherwise.
	 	550	 	 	17.3	 	Extraordinary Termination
	 	551	 	 	 	 	This Agreement shall be deemed to be terminated in the case
	 	552	 	 	 	 	of the sale of the Vessel or if the Vessel becomes a total loss
	 	553	 	 	 	 	or is declared as a constructive or compromised or arranged
	 	554	 	 	 	 	total loss or is requisitioned or has been declared missing.
	 	555	 	 	17.4	 	For the purpose of Sub-clause 17.3 hereof:
	 	556	 	 	 

	 	(i)
	 	the date upon which the Vessel is to be treated as
	 	557	 	 	 

	 	 	 	having been sold or otherwise disposed of shall be the
	 	558	 	 	 

	 	 	 	date on which the Owners cease to be registered as
	 	559	 	 	 

	 	 	 	Owners of the Vessel;
	 	560	 	 	 

	 	(ii)
	 	the Vessel shall not be deemed to be lost unless either
	 	561	 	 	 

	 	 	 	she has become an actual total loss or agreement has
	 	562	 	 	 

	 	 	 	been reached with her underwriters in respect of her
	 	563	 	 	 

	 	 	 	constructive, compromised or arranged total loss or if
	 	564	 	 	 

	 	 	 	such agreement with her underwriters is not reached it
	 	565	 	 	 

	 	 	 	is adjudged by a competent tribunal that a constructive
	 	566	 	 	 

	 	 	 	loss of the Vessel has occurred.
	 	567	 	 	 

	 	(iii)
	 	the date upon which the Vessel is to be treated as
	 	568	 	 	 

	 	 	 	declared missing shall be ten (10) days after the
Vessel
	 	569	 	 	 

	 	 	 	was last reported or when the Vessel is recorded as
	 	570	 	 	 

	 	 	 	missing by the Vessel’s underwriters, whichever occurs
	 	571	 	 	 

	 	 	 	first. A missing Vessel shall be deemed lost in
	 	572	 	 	 

	 	 	 	accordance with the provisions of Sub-clause 17.4 (ii).
	 	573	 	 	17.5	 	This Agreement shall terminate automatically and
	 	574	 	 	 	 	immediately in the event of an order being made or resolution
	 	575	 	 	 	 	passed for the winding up, dissolution, liquidation or
	 	576	 	 	 	 	bankruptcy of either party (otherwise than for the purpose of
	 	577	 	 	 	 	reconstruction or amalgamation) or if a receiver is appointed,
	 	578	 	 	 	 	or if it suspends payment, ceases to carry on business or
	 	579	 	 	 	 	makes any special arrangement or composition with its
	 	580	 	 	 	 	creditors.
	 	581	 	 	 	 	The rights of either party to damages for breach of the
	 	582	 	 	 	 	Agreement or otherwise including the right to damages for
	 	583	 	 	 	 	wrongful termination, if this may be the case, shall not be
	 	584	 	 	 	 	prejudiced by termination under the Clause 17.
	 	585	 	 	17.6	 	Termination on Three Calendar Months’ Notice
	 	586	 	 	 	 	Without prejudice to the rights under Sub-clauses 17.1-17.5,
	 	587	 	 	 	 	either party shall be entitled to terminate this Agreement by
	 	588	 	 	 	 	three (3) calendar months’ notice in writing until the expiry of
	 	589	 	 	 	 	which notice this Agreement shall continue.
	 	590	 	 	17.7	 	The termination of this Agreement shall be without prejudice
	 	591	 	 	 	 	to all rights accrued or due between the parties prior to the
	 	592	 	 	 	 	date of termination.
	 	593	 	 	17.8	 	On termination of this Agreement, the Managers shall
	 	594	 	 	 	 	forthwith deliver or procure to be delivered to the Owners all
	 	595	 	 	 	 	records, documents accounts and other properties of every
	 	596	 	 	 	 	description in their possession or under their control relating
	 	597	 	 	 	 	to the Vessel whether or not the same were originally
	 	598	 	 	 	 	supplied or obtained from the Owners. The Managers shall
	 	599	 	 	 	 	be entitled to retain copies of the same if they in their sole
	 	600	 	 	 	 	and absolute discretion consider desirable to do so.
	 	601	 	 	17.9	 	Owners agree to pay Exit fee (US$ — ) to the Managers if the
	 	602	 	 	 	 	termination of the Agreement is less than a year from the
	 	603	 	 	 	 	commencement of the Agreement.
	 	 	 	 	 
	 	 	 	 
	 	604	 	 	18.	 	Law and Arbitration
	 	605	 	 	18.1	 	This Agreement shall be governed by and construed in
	 	606	 	 	 	 	accordance with English law and any dispute arising out of or
	 	607	 	 	 	 	in connection with this Agreement shall be referred to
	 	608	 	 	 	 	arbitration in London in accordance with the Arbitration Act
	 	609	 	 	 	 	1996 as may be amended or re-enacted from time to time
	 	610	 	 	 	 	save to the extent necessary to give effect to the provisions of
	 	611	 	 	 	 	this clause.
	 	612	 	 	 	 	The arbitration shall be conducted in accordance with the
	 	613	 	 	 	 	London Maritime Arbitrators Association (LMAA) Terms
	 	614	 	 	 	 	current at the time when the arbitration proceedings are
	 	615	 	 	 	 	commenced. The reference shall be to three arbitrators. A
	 	616	 	 	 	 	party wishing to refer a dispute to arbitration shall appoint its
	 	617	 	 	 	 	arbitrator and send notice of such appointment in writing to









	 	 	 	 	 	 	 	 	 

	 	618	 	 	 	 	the other party requiring the other party to appoint its own
	 	619	 	 	 	 	arbitrator within 14 calendar days of that notice and stating
	 	620	 	 	 	 	that it will appoint its arbitrator as sole arbitrator unless the
	 	621	 	 	 	 	other party appoints its own arbitrator and gives notice that it
	 	622	 	 	 	 	has done so within the 14 days specified. If the other party
	 	623	 	 	 	 	does not appoint its own arbitrator and give notice that it has
	 	624	 	 	 	 	done so within the 14 days specified, the party referring a
	 	625	 	 	 	 	dispute to arbitration may, without the requirement of any
	 	626	 	 	 	 	further prior notice to the other party, appoint its arbitrator as
	 	627	 	 	 	 	sole arbitrator and shall advise the other party accordingly.
	 	628	 	 	 	 	The award of a sole arbitrator shall be binding on both parties
	 	629	 	 	 	 	as if he had been appointed by agreement.
	 	630	 	 	 	 	Nothing herein shall prevent the parties agreeing in writing to
	 	631	 	 	 	 	vary these provisions to provide for the appointment of a sole
	 	632	 	 	 	 	arbitrator.
	 	633	 	 	 	 	In cases where neither the claim nor any counterclaim
	 	634	 	 	 	 	exceeds the sum of US$50,000 (or such other sum as the
	 	635	 	 	 	 	parties may agree) the arbitration shall be conducted in
	 	636	 	 	 	 	accordance with the LMAA Small Claims Procedure current
	 	637	 	 	 	 	at the time when the arbitration proceedings are commenced.
	 	638	 	 	 	 	In cases where the claim or any counterclaim exceeds the
	 	639	 	 	 	 	sum agreed for the LMAA Small Claims Procedure and
	 	640	 	 	 	 	neither the claim nor any counterclaim exceeds the sum of
	 	641	 	 	 	 	US$400,000.00 (or such other sum as the parties may agree)
	 	642	 	 	 	 	the arbitration shall be conducted in accordance with the
	 	643	 	 	 	 	LMAA Intermediate Claims Procedure current at the time
	 	644	 	 	 	 	when the arbitration proceeding are commenced.
	 	645	 	 	 	 	Where the reference is to three arbitrators the procedure for
	 	646	 	 	 	 	making appointments shall be in accordance with the
	 	647	 	 	 	 	procedure for full arbitration stated above.
	 	648	 	 	18.2	 	In the case of a dispute in respect of which arbitration has
	 	649	 	 	 	 	been commenced, the following shall apply:
	 	650	 	 	 

	 	(i)
	 	Either party may at any time and from time to time elect
	 	651	 	 	 

	 	 	 	to refer the dispute or part of the dispute to mediation by
	 	652	 	 	 

	 	 	 	service on the other party to agree to mediation.
	 	653	 	 	 

	 	(ii)
	 	The other party shall thereupon within 14 calendar days
	 	654	 	 	 

	 	 	 	of receipt of the Mediation Notice confirm that they
	 	655	 	 	 

	 	 	 	agree to mediation, in which case the parties shall
	 	656	 	 	 

	 	 	 	thereafter agree a mediator within a further 14 calendar
	 	657	 	 	 

	 	 	 	days, failing which on the application of either party a
	 	658	 	 	 

	 	 	 	mediator will be appointed promptly by the Arbitration
	 	659	 	 	 

	 	 	 	Tribunal (“the Tribunal”) or such person as the Tribunal
	 	660	 	 	 

	 	 	 	may designate for that purpose. The mediation shall be
	 	661	 	 	 

	 	 	 	conducted in such place and in accordance with such
	 	662	 	 	 

	 	 	 	procedure and on such terms as the parties may agree
	 	663	 	 	 

	 	 	 	or, in the event of disagreement, as may be set by the
	 	664	 	 	 

	 	 	 	mediator.
	 	665	 	 	 

	 	(iii)
	 	If the other party does not agree to mediate, that fact
	 	666	 	 	 

	 	 	 	may be brought to the attention of the Tribunal and may
	 	667	 	 	 

	 	 	 	be taken into account by the Tribunal when allocating
	 	668	 	 	 

	 	 	 	the costs of the arbitration as between the parties.
	 	669	 	 	 

	 	(iv)
	 	The mediation shall not affect the right of either party to
	 	670	 	 	 

	 	 	 	seek such relief or take such steps as it considers
	 	671	 	 	 

	 	 	 	necessary to protect its interest.
	 	672	 	 	 

	 	(v)
	 	Either party may advise the Tribunal that they have
	 	673	 	 	 

	 	 	 	agreed to mediation. The arbitration procedure shall
	 	674	 	 	 

	 	 	 	continue during the conduct of the mediation but the
	 	675	 	 	 

	 	 	 	Tribunal may take the mediation timetable into account
	 	676	 	 	 

	 	 	 	when setting the timetable for steps in the arbitration.
	 	677	 	 	 

	 	(vi)
	 	Unless otherwise agreed or specified in the mediation
	 	678	 	 	 

	 	 	 	terms, each party shall bear its own costs incurred in
	 	679	 	 	 

	 	 	 	the mediation and the parties shall share equally the
	 	680	 	 	 

	 	 	 	mediator’s costs and expenses.
	 	681	 	 	 

	 	(vii)
	 	The mediation process shall be without prejudice and
	 	682	 	 	 

	 	 	 	confidential and no information or documents disclosed
	 	683	 	 	 

	 	 	 	during it shall be revealed to the Tribunal except to the
	 	684	 	 	 

	 	 	 	extent that they are disclosable under the law and
	 	685	 	 	 

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










BSM SHIPMAN 1.0 (200906)




 









 




PART II

Bernhard Schulte Shipmanagement — Ship Management Agreement






	 	 	 	 	 	 	 	 	 

	 	688	 	 	19.	 	Notices
	 	689	 	 	19.1	 	Any notice to be given by either party to the other party shall
	 	690	 	 	 	 	be in writing and may be sent by fax, telex, email, registered
	 	691	 	 	 	 	or recorded mail or by personal service.
	 	692	 	 	19.2	 	Every notice or other communication to be given to the
	 	693	 	 	 	 	Managers shall be in the English language and shall be sent
	 	694	 	 	 	 	to the address of the Managers stated in Box 20.
	 	695	 	 	 	 	Every notice or other communication to be given to the
	 	696	 	 	 	 	Owners shall be made in the English language and shall be
	 	697	 	 	 	 	sent to the address of his appointed and agreed
	 	698	 	 	 	 	representative at the address stated in Box 19.
	 	699	 	 	19.3	 	Every notice or other communication shall be deemed duly
	 	700	 	 	 	 	given if delivered by hand, given by telefax, given by first
	 	701	 	 	 	 	class registered or recorded delivery mail or given by email.
	 	702	 	 	 	 	Every notice shall be effective:
	 	703	 	 	 

	 	(i)
	 	on delivery, if delivered personally,
	 	704	 	 	 

	 	(ii)
	 	on transmission if sent by telefax,
	 	705	 	 	 

	 	(iii)
	 	upon actual receipt, if sent by registered or recorded
	 	706	 	 	 

	 	 	 	delivery mail or
	 	707	 	 	 

	 	(iv)
	 	upon confirmation of receipt of the email message by
	 	708	 	 	 

	 	 	 	the recipient.
	 	 	 	 	 
	 	 	 	 
	 	709	 	 	20.	 	Entire Agreement
	 	710	 	 	 	 	This Agreement constitutes the entire agreement between the
	 	711	 	 	 	 	parties and no promise, undertaking, representation, warranty
	 	712	 	 	 	 	or statement by either party prior to the date stated in Box 4
	 	713	 	 	 	 	shall affect this Agreement. Any modification of this
	 	714	 	 	 	 	Agreement shall not be of any effect unless in writing signed
	 	715	 	 	 	 	by or on behalf of the parties.
	 	 	 	 	 
	 	 	 	 
	 	716	 	 	21.	 	Third Party Rights
	 	717	 	 	 	 	Except to the extent provided in Sub-clause 11.4 (Himalaya),
	 	718	 	 	 	 	no third parties shall have the right to enforce any term of this
	 	719	 	 	 	 	Agreement.
	 	 	 	 	 
	 	 	 	 
	 	720	 	 	22.	 	Partial Validity
	 	721	 	 	 	 	If any provision of this Agreement is or becomes or is held by
	 	722	 	 	 	 	any arbitrator or other competent body to be illegal, invalid or
	 	723	 	 	 	 	unenforceable in any respect under any law or jurisdiction,
	 	724	 	 	 	 	the provision shall be deemed to be amended to the extent
	 	725	 	 	 	 	necessary to avoid such illegality, invalidity or
	 	726	 	 	 	 	unenforceability, or, if such amendment is not possible, the
	 	727	 	 	 	 	provision shall be deemed to be deleted from this Agreement
	 	728	 	 	 	 	to the extent of such illegality, invalidity or unenforceability,
	 	729	 	 	 	 	and the remaining provisions shall continue in full force and
	 	730	 	 	 	 	effect and shall not in any way be affected or impaired
	 	731	 	 	 	 	thereby.
	 	 	 	 	 
	 	 	 	 
	 	732	 	 	23.	 	Interpretation
	 	733	 	 	 	 	In this Agreement:
	 	734	 	 	23.1	 	Singular/Plural
	 	735	 	 	 	 	The singular includes the plural and vice versa as the context
	 	736	 	 	 	 	admits or requires.
	 	737	 	 	23.2	 	Headings
	 	738	 	 	 	 	The index and headings to the Clauses and Appendices to
	 	739	 	 	 	 	this Agreement are for convenience only and shall not affect
	 	740	 	 	 	 	its construction or interpretation.
	 	741	 	 	23.3	 	Day
	 	742	 	 	 	 	“Day” means calendar day unless expressly stated to the
	 	743	 	 	 	 	contrary.









      







BSM SHIPMAN 1.0 (200906)





 












 





ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO

BERNHARD SCHULTE SHIPMANAGEMENT

SHIP MANAGEMENT AGREEMENT



 




	 	 	 

	Date of Agreement:

	 	13 May 2010
	 
	 	 
	Name of Vessels(s):

	 	 
	 
	 	 
	Particulars of Vessel(s):
	 	 






	 	 	 

	Type:

	 	Crude Oil Tanker
	Year Built:

	 	2009 
	Gross Tonnage:

	 	85,030 
	Deadweight:

	 	159,021 
	Flag:

	 	Marshall Islands
	IMO No.:

	 	9379208 





BSM SHIPMAN 1.0 (200906)




 









 







ANNEX “B” (CREW MANAGEMENT AGREEMENT) TO

BERNHARD SCHULTE SHIPMANAGEMENT

SHIP MANAGEMENT AGREEMENT



 



Date of Agreement:



Please refer to enclosed Bernhard Schulte Shipmanagement — Crew Management Agreement forming part
of the Bernhard Schulte Shipmanagement — Ship Management Agreement.



BSM SHIPMAN 1.0 (200906)




 









 







ANNEX “C” (ANNUAL BUDGET) TO

BERNHARD SCHULTE SHIPMANAGEMENT

SHIP MANAGEMENT AGREEMENT



 






Crew Compliment: East European Officers , Pumpman , Fitter and Remaining Ratings East Asian









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	per annum
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	a)
	 	Crew Costs — Lumpsum Basis 25 crew
	 	US$ 
	 	 	1,510,100	 
	 

	 	 	 	based on IBF Framework/IBF Amosup terms — worldwide trading

including Crew P&I premium and deductibles	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	b)
	 	Provisions for 25 crew @ US$8.00 per man per day
	 	US$ 
	 	 	73,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	a)
	 	H&M Insurance incl. Basic War Risk Insurance
	 	US$ 
	 	 	134,100	 
	 

	 	 	 	insured value of US$77.7 Mio and deductible of US$250k	 	 	 	 	 	 
	 

	 	b)
	 	P&I Insurance basis ETC
	 	US$ 
	 	 	119,850	 
	 

	 	 	 	excluding Crew P&I, including 4/4ths RDC & FFO	 	 	 	 	 	 
	 

	 	c)
	 	F.D.&D. basis ETC
	 	US$ 
	 	 	6,500	 
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	 	 	Lubricants
	 	US$ 
	 	 	209,820	 
	 

	 	 	 	(basis 285 sea days per annum)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	 	 	Maintenance & Repairs spares
	 	US$ 
	 	 	391,000	 
	 

	 	 	 	incl. stores and transportation	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	 	 	Class Items
	 	US$ 
	 	 	48,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	 	 	Other Costs
	 	US$ 
	 	 	45,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	 	 	Oil Major Vettings/CDI
	 	US$ 
	 	 	35,000	 
	 

	 	 	 	(Allows for ISPS and ISM Internal & External Audit and 3 Vettings)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	8

	 	 	 	Additional overtime
	 	US$ 
	 	 	20,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	9

	 	 	 	Navigation Audits & Onboard Training
	 	US$ 
	 	 	10,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	10

	 	 	 	Management fee
	 	US$ 
	 	 	130,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	TOTAL OPERATING COSTS PER YEAR
	 	US$ 
	 	 	2,732,370	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	or PER MONTH
	 	US$ 
	 	 	227,698	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	or PER DAY
	 	US$ 
	 	 	7,486	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 





The above operating Budget is valid up to 31 December 2010



BSM SHIPMAN 1.0 (200906)




 









 







ANNEX “D” (ASSOCIATED VESSELS) TO

BERNHARD SCHULTE SHIPMANAGEMENT

SHIP MANAGEMENT AGREEMENT

 






			
	NOTE:	 	PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY WILL BE SUBJECT TO THE
PROVISIONS OF SUB-CLAUSE 17.1(i) OF THIS AGREEMENT.




Date of Agreement:



Details of Associated Vessels:          NONE




BSM SHIPMAN 1.0 (200906)





 











 





	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	 	 
	 	1. 

	 	Date of Agreement
	 	 	 	 	Bernhard Schulte Shipmanagement	 
	 	 

	 	 	 	 	 	 	Crew Management Agreement — Lump Sum	 
	 	 

	 	     13 May 2010
	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	PART I	 
	 	 	 	 	 	 
	 	2. 

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

	 	Name
	 	 	 	 	Name	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	     BERNHARD SCHULTE SHIPMANAGEMENT (CYPRUS) LIMITED	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 

	 	Place of registered office
	 	 	 	 	Place of registered office	 
	 	 

	 	     Trust Company Complex Ajeltake Road,
	 	 	 	 	     284 Arch. Makarios III Avenue, Fortuna Court,	 
	 	 

	 	     Ajeltake Island, Majuro, MH 96960, Marshall Island
	 	 	 	 	     Block “B”, 2nd Floor, Limassol	 
	 	 	 	 	 	 	 	 	 	 
	 	 

	 	Law of registry
	 	 	 	 	Law of registry	 
	 	 

	 	     MARSHALL ISLANDS
	 	 	 	 	     CYPRUS	 
	 	 	 	 	 	 
	 	4. 

	 	Date of commencement of Crew Management Services (Cl. 2 and 14)
	 	 	5. 
	 	Date of termination of Agreement (Cl. 14)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	     The date on which Crew departed their country of domicile
	 	 	 	 	31st December 2010	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	6. 

	 	Crew Insurance arrangements (state “yes” or “no” as agreed) (Cl. 3.2)
	 	 	7. 
	 	Flag of the Vessel (Cl. 3.1 (ii) and 5.5)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	No
	 	 	 	 	Marshall Islands	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	8. 

	 	Insurance arrangements (state alternative (a), (b) or (c) of Cl. 5.7 (iii))
	 	 	9. 
	 	Crew management lump sum (state monthly amount) (Cl. 6.1)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	US$125,842 (valid till [date])	 
	 	 

	 	See Box 8 of Management Agreement
	 	 	 	 	plus US$6,083 for provisions (for a total crew of 25 persons)	 
	 	 

	 	 	 	 	 	 	To be adjusted as / when the number of crewmembers onboard changes	 
	 	 	 	 	 	 
	 	10. 

	 	Vessel’s regular trading area (state port or area) (Cl. 6.2 (v))
	 	 	11. 
	 	Crew overtime expenses (state amount covered by the lump sum) (Cl. 6.3)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	85 hours for East Asian Ratings	 
	 	 

	 	Worldwide
	 	 	 	 	103 hrs for East European Pumpman/Fitter	 
	 	 

	 	 	 	 	 	 	Lumpsum overtime for Officers	 
	 	 	 	 	 	 
	 	12. 

	 	Cost of familiarization team and prejoining expenses (state if for Crew Managers’
account) (Cl. 6.4 and 6.5)
	 	 	13. 
	 	Lay up or extensive repairs (Cl. 6.8)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	2 months	 
	 	 

	 	Owner’s account	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of months lay up or extensive repairs in excess of which revision of the lump sum and re-manning to be agreed.	 
	 	 	 	 	 	 
	 	14. 

	 	Termination (state number of months lump sum payable) (Cl. 15.6)
	 	 	15. 
	 	Law and Arbitration (place of arbitration must be stated) (Cl. 16)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	1 month
	 	 	 	 	English law to apply and LMAA arbitration in London	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	16. 

	 	Notices (state postal and cable address, telex, email and fax number for service
of notice and communication to the Owners) (Cl. 17)
	 	 	17. 
	 	Notices (state postal and cable address, telex, email and fax number for service of
notice and communication to the Crew Managers) (Cl. 17)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	BERNHARD SCHULTE SHIPMANAGEMENT (CYPRUS) LTD.	 
	 	 

	 	 	 	 	 	 	Hanseatic House, 111, Spyrou Araouzou Street, CY-3036 Limassol, Cyprus	 
	 	 

	 	 	 	 	 	 	Email: cy-sdc-man@bs-shipmanagement.com	 
	 	 

	 	 	 	 	 	 	Tel: + 357 25 846 400	 
	 	 

	 	 	 	 	 	 	Fax: + 357 25 745 245	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 





It is mutually agreed between the party mentioned in Box 2 (hereinafter called “the Owners”) and
the party mentioned in Box 3 (hereinafter called “the Crew Managers”) that this Agreement
consisting of PART I and PART II as well as ANNEX “A”, ANNEX “B” and ANNEX “C” attached hereto,
shall be performed subject to the conditions contained herein. In the event of a conflict of
conditions, the provisions of PART I shall prevail over those of PART II and ANNEX “A”, ANNEX “B”
and ANNEX “C” to the extent of such conflict but no further.




	 	 	 	 	 	 

	 	 	 	 	 	 
	 	Signature(s) (Owners)

	 	 	Signature(s) (Crew Managers)	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 
	 	Name:

	 	 	Name: ARTHUR MCWHINNIE / CHRISTOS TOFAS	 
	 	 
	 	 	 	 
	 	Designation:

	 	 	Designation: DIRECTORS	 
	 	 
	 	 	 	 
	 	 	 	 	 	 




BSM CREWMAN LUMPSUM 1.0 (200906)

















 





PART II

Bernhard Schulte Shipmanagement — Crew Management Agreement (Lump Sum)






	 	 	 	 	 	 	 	 	 

	 	1	 	 	1.	 	Definitions
	 	2	 	 	 	 	In this Agreement, save where the context otherwise
	 	3	 	 	 	 	requires, the following words and expressions shall have the
	 	4	 	 	 	 	meanings hereby assigned to them.
	 	 	 	 	 
	 	 	 	 
	 	5	 	 	 	 	“Company” means the Owners of the Vessel or any other
	 	6	 	 	 	 	organisation or person who has assumed the responsibility
	 	7	 	 	 	 	for the operation of the Vessel from the Owners and who, on
	 	8	 	 	 	 	assuming such responsibility, has agreed to take over all
	 	9	 	 	 	 	duties and responsibilities imposed by the ISM Code.
	 	10	 	 	 	 	“Crew” means the Master, officers and ratings of the
	 	11	 	 	 	 	numbers, rank and nationality specified in Annex “B” hereto.
	 	12	 	 	 	 	“Crew Insurances” means insurances against crew risks
	 	13	 	 	 	 	which shall include but not be limited to death, sickness,
	 	14	 	 	 	 	repatriation, injury, shipwreck unemployment indemnity and
	 	15	 	 	 	 	loss of personal effects.
	 	16	 	 	 	 	“Crew Management Services” means the services agreed
	 	17	 	 	 	 	to be carried out by the Crew Managers in accordance with
	 	18	 	 	 	 	Sub-clause 3.1 and, where indicated affirmatively in Box 6,
	 	19	 	 	 	 	Sub-clause 3.2.
	 	20	 	 	 	 	“Crew Managers” means the party identified in Box 3.
	 	21	 	 	 	 	“Connected Person” means any person connected with the
	 	22	 	 	 	 	provision and the performance of the Crew Management
	 	23	 	 	 	 	Services.
	 	24	 	 	 	 	“ISM Code” means the International Management Code for
	 	25	 	 	 	 	the Safe Operation of Ships and for Pollution and any
	 	26	 	 	 	 	subsequent amendment thereto.
	 	27	 	 	 	 	“ISPS Code” means the International Code for the Security
	 	28	 	 	 	 	of Ships and Port Facilities and the relevant amendments to
	 	29	 	 	 	 	Chapter XI of SOLAS and any subsequent amendment
	 	30	 	 	 	 	thereto.
	 	31	 	 	 	 	“Owners” means the party identified in Box 2.
	 	32	 	 	 	 	“Severance Costs” means the costs which the Crew
	 	33	 	 	 	 	Managers are legally obliged to pay to the Crew as a result
	 	34	 	 	 	 	of the early termination of a fixed term employment contract
	 	35	 	 	 	 	for service on the Vessel.
	 	36	 	 	 	 	“STCW 95” means the International Convention on
	 	37	 	 	 	 	Standards of Training, Certification and Watchkeeping for
	 	38	 	 	 	 	Seafarers, 1978, as amended in 1995, or any subsequent
	 	39	 	 	 	 	amendment thereto.
	 	40	 	 	 	 	“Vessel” means the vessel or vessels, details of which are
	 	41	 	 	 	 	set out in Annex “A” hereto.
	 	 	 	 	 
	 	 	 	 
	 	42	 	 	2.	 	Appointment of Crew Managers
	 	43	 	 	 	 	With effect from the commencement of the Crew
	 	44	 	 	 	 	Management Services and continuing unless and until
	 	45	 	 	 	 	terminated as provided herein, the Owners hereby appoint
	 	46	 	 	 	 	the Crew Managers and the Crew Managers hereby agree to
	 	47	 	 	 	 	act as the crew managers of the Vessel in respect of the
	 	48	 	 	 	 	Crew Management Services.
	 	 	 	 	 
	 	 	 	 
	 	49	 	 	3.	 	Basis of Agreement
	 	50	 	 	 	 	Subject to the terms and conditions herein provided, during
	 	51	 	 	 	 	the period of this Agreement the Crew Managers shall be the
	 	52	 	 	 	 	employers of the Crew and shall carry out Crew
	 	53	 	 	 	 	Management Services in respect of the Vessel in their own
	 	54	 	 	 	 	name.
	 	55	 	 	3.1	 	Crew Management
	 	56	 	 	 	 	The Crew Managers shall provide suitable and qualified
	 	57	 	 	 	 	Crew for the Vessel who shall comply with the requirements
	 	58	 	 	 	 	of the STCW 95. The provision of such crew management
	 	59	 	 	 	 	services includes the following functions:
	 	60	 	 	 

	 	(i)
	 	selecting, engaging and providing for the administration
	 	61	 	 	 

	 	 	 	of the Crew of the Vessel, including, as applicable,
	 	62	 	 	 

	 	 	 	payroll arrangements, Crew’s tax, social security
	 	63	 	 	 

	 	 	 	contributions and other dues payable in the seafarer’s
	 	64	 	 	 

	 	 	 	country of domicile;
	 	65	 	 	 

	 	(ii)
	 	ensuring that the applicable requirements of the law of
	 	66	 	 	 

	 	 	 	the Flag State of the Vessel stated in Box 7 are
	 	67	 	 	 

	 	 	 	satisfied in respect of manning levels, rank, qualification









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	68	 	 	 

	 	 	 	 	 	and certification of the Crew and employment
	 	69	 	 	 

	 	 	 	 	 	regulations;
	 	70	 	 	 

	 	 	 	(iii)
	 	ensuring that all members of the Crew have passed a
	 	71	 	 	 

	 	 	 	 	 	medical examination with a qualified doctor certifying
	 	72	 	 	 

	 	 	 	 	 	that they are fit for the duties for which they are
	 	73	 	 	 

	 	 	 	 	 	engaged and are in possession of valid medical
	 	74	 	 	 

	 	 	 	 	 	certificates issued in accordance with appropriate Flag
	 	75	 	 	 

	 	 	 	 	 	State requirements or such higher standard of medical
	 	76	 	 	 

	 	 	 	 	 	examination as may be agreed with the Owners. In the
	 	77	 	 	 

	 	 	 	 	 	absence of applicable Flag State requirements the
	 	78	 	 	 

	 	 	 	 	 	medical certificate shall be dated not more than three
	 	79	 	 	 

	 	 	 	 	 	(3) months prior to the respective Crew members
	 	80	 	 	 

	 	 	 	 	 	leaving their country of domicile and maintained for the
	 	81	 	 	 

	 	 	 	 	 	duration of their service on board the Vessel;
	 	82	 	 	 

	 	 	 	(iv)
	 	ensuring that the Crew shall have a common working
	 	83	 	 	 

	 	 	 	 	 	language and a command of the English language of a
	 	84	 	 	 

	 	 	 	 	 	sufficient standard to enable them to perform their
	 	85	 	 	 

	 	 	 	 	 	duties safely;
	 	86	 	 	 

	 	 	 	(v)
	 	instructing the Crew to obey all reasonable orders of
	 	87	 	 	 

	 	 	 	 	 	the Owners and/or the Company, including, but not
	 	88	 	 	 

	 	 	 	 	 	limited to orders in connection with safety and
	 	89	 	 	 

	 	 	 	 	 	navigation, avoidance of pollution and protection of the
	 	90	 	 	 

	 	 	 	 	 	environment;
	 	91	 	 	 

	 	 	 	(vi)
	 	ensuring that no Connected Person shall proceed to
	 	92	 	 	 

	 	 	 	 	 	sea on board the Vessel without the prior consent of
	 	93	 	 	 

	 	 	 	 	 	the Owners (such consent not to be unreasonably
	 	94	 	 	 

	 	 	 	 	 	withheld). Connected Person does not refer to the
	 	95	 	 	 

	 	 	 	 	 	families of the Crew;
	 	96	 	 	 

	 	 	 	(vii)
	 	arranging transportation of the Crew, including
	 	97	 	 	 

	 	 	 	 	 	repatriation;
	 	98	 	 	 

	 	 	 	(viii)
	 	arranging for the supply of provisions, at the Crew
	 	99	 	 	 

	 	 	 	 	 	Managers’ expense, provided that the costs of
	 	100	 	 	 

	 	 	 	 	 	transportation of provisions by boat shall be on the
	 	101	 	 	 

	 	 	 	 	 	account of the Owners.
	 	102	 	 	 

	 	 	 	(ix)
	 	training of the Crew and supervising their efficiency;
	 	103	 	 	 

	 	 	 	(x)
	 	conducting union negotiations, if requested by the
	 	104	 	 	 

	 	 	 	 	 	Owners;
	 	105	 	 	 

	 	 	 	(xi)
	 	operating the Company’s drug and alcohol policy,
	 	106	 	 	 

	 	 	 	 	 	unless otherwise agreed; and
	 	107	 	 	 

	 	 	 	(xii)
	 	the Owners shall provide the Crew Managers, with a
	 	108	 	 	 

	 	 	 	 	 	valid copy of the Vessel’s Safe Manning Certificate,
	 	109	 	 	 

	 	 	 	 	 	issued by the respective flag administration. Further,
	 	110	 	 	 

	 	 	 	 	 	where the Crew Managers provide for a part crew
	 	111	 	 	 

	 	 	 	 	 	complement only, the Owners hereby warrant that the
	 	112	 	 	 

	 	 	 	 	 	total crew complement will always be in accordance
	 	113	 	 	 

	 	 	 	 	 	with the requirements laid down in the Safe Manning
	 	114	 	 	 

	 	 	 	 	 	Certificate. The Crew Managers undertake to provide
	 	115	 	 	 

	 	 	 	 	 	seafarers having knowledge of the IMO ISM Code,
	 	116	 	 	 

	 	 	 	 	 	however, where the Crew Managers are not
	 	117	 	 	 

	 	 	 	 	 	responsible for the onboard Safety Management
	 	118	 	 	 

	 	 	 	 	 	System, the Owners are responsible for ensuring the
	 	119	 	 	 

	 	 	 	 	 	understanding and compliance of the Crew with the
	 	120	 	 	 

	 	 	 	 	 	onboard Safety Management System.
	 	121	 	 	 	 	3.2	 	Crew Insurance Arrangements
	 	122	 	 	 	 	 	 	(Only applicable if agreed according to Box 6)
	 	123	 	 	 	 	 	 	Subject to the terms and conditions herein provided, the
	 	124	 	 	 	 	 	 	Crew Managers shall:
	 	125	 	 	 

	 	 	 	(i)
	 	insure the Crew and any Connected Persons
	 	126	 	 	 

	 	 	 	 	 	proceeding to sea on board for crew risks, which shall
	 	127	 	 	 

	 	 	 	 	 	include but not be limited to death, sickness,
	 	128	 	 	 

	 	 	 	 	 	repatriation, injury, shipwreck unemployment indemnity
	 	129	 	 	 

	 	 	 	 	 	and loss of personal effects, with a first class insurance
	 	130	 	 	 

	 	 	 	 	 	company, underwriter or protection and indemnity
	 	131	 	 	 

	 	 	 	 	 	association (‘the Crew Insurances’);
	 	132	 	 	 

	 	 	 	(ii)
	 	ensure that all premiums or calls in respect of the Crew
	 	133	 	 	 

	 	 	 	 	 	Insurances are paid promptly by their due date;
	 	134	 	 	 

	 	 	 	(iii)
	 	ensure that Crew Insurances shall name the Owners as
	 	135	 	 	 

	 	 	 	 	 	co-assured (unless advised by the Owners to the
	 	136	 	 	 

	 	 	 	 	 	contrary); and











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	 	137	 	 	 	 	(iv)	 	provide evidence that they have complied with their
	 	138	 	 	 	 	 	 	obligations under Sub-clauses 3.2(i), (ii) and (iii) within
	 	139	 	 	 	 	 	 	a reasonable time following the commencement of this
	 	140	 	 	 	 	 	 	Agreement and after each renewal date or payment
	 	141	 	 	 	 	 	 	date of the Crew Insurances, to the reasonable
	 	142	 	 	 	 	 	 	satisfaction of the Owners.
	 	 	 	 	 
	 	 	 	 	 	 
	 	143	 	 	4.	 	Crew Managers’ Obligations
	 	144	 	 	 	 	The Crew Managers undertake to use their best endeavors
	 	145	 	 	 	 	to provide the agreed Crew Management Services specified
	 	146	 	 	 	 	in this Agreement to the Owners in accordance with sound
	 	147	 	 	 	 	crew management practice, and to protect and promote the
	 	148	 	 	 	 	interests of the Owners in all matters relating to the provision
	 	149	 	 	 	 	of services hereunder.
	 	150	 	 	 	 	Provided, however, that the Crew Managers in the
	 	151	 	 	 	 	performance of their management responsibilities under this
	 	152	 	 	 	 	Agreement shall be entitled to have regard to their overall
	 	153	 	 	 	 	responsibility in relation to all vessels as may from time to
	 	154	 	 	 	 	time be entrusted to their management and in particular, but
	 	155	 	 	 	 	without prejudice to the generality of the foregoing, the Crew
	 	156	 	 	 	 	Managers shall be entitled to allocate available manpower in
	 	157	 	 	 	 	such manner as in the prevailing circumstances the Crew
	 	158	 	 	 	 	Managers in their absolute discretion consider to be fair and
	 	159	 	 	 	 	reasonable.
	 	 	 	 	 
	 	 	 	 	 	 
	 	160	 	 	5.	 	Owners’ Obligations
	 	161	 	 	 	 	The Owners shall:
	 	162	 	 	5.1	 	Pay all sums due to the Crew Managers punctually in
	 	163	 	 	 	 	accordance with the terms of this Agreement;
	 	164	 	 	5.2	 	procure that the requirements of the law of the Vessel’s Flag
	 	165	 	 	 	 	State are satisfied and that they, or such other entity as may
	 	166	 	 	 	 	be appointed by them, are identified to the Crew Managers
	 	167	 	 	 	 	as the Company;
	 	168	 	 	5.3	 	inform the Crew Managers prior to ordering the Vessel to any
	 	169	 	 	 	 	area excluded by war risks underwriters by virtue of the
	 	170	 	 	 	 	current London market war risks trading warranties and pay
	 	171	 	 	 	 	whatever additional costs may properly be incurred by the
	 	172	 	 	 	 	Crew Managers as a consequence of such orders including,
	 	173	 	 	 	 	if necessary, the costs of replacing the Crew. Any delays
	 	174	 	 	 	 	resulting from the negotiation with or replacement of the
	 	175	 	 	 	 	Crew as a result of the Vessel being ordered to a war zone
	 	176	 	 	 	 	shall be for the Owners’ account;
	 	177	 	 	5.4	 	agree with the Crew Managers prior to any change of flag of
	 	178	 	 	 	 	the Vessel and pay whatever additional costs may properly
	 	179	 	 	 	 	be incurred by the Crew Managers as a consequence of
	 	180	 	 	 	 	such change;
	 	181	 	 	5.5	 	provide, at no cost to the Crew Managers, in accordance with
	 	182	 	 	 	 	the requirements of the law of the Flag State of the Vessel
	 	183	 	 	 	 	stated in Box 7, or higher standard, as mutually agreed,
	 	184	 	 	 	 	adequate Crew accommodation and living standards;
	 	185	 	 	5.6	 	reimburse the Crew Managers, where the Crew Managers
	 	186	 	 	 	 	provide provisions, for any food consumed on board other
	 	187	 	 	 	 	than by the Crew or any Connected Person and compensate
	 	188	 	 	 	 	the Crew Managers at a rate of US$8.00 per person and day.
	 	189	 	 	 	 	Owners shall provide replacement for any losses of
	 	190	 	 	 	 	foodstuffs caused exclusively by the breakdown of the
	 	191	 	 	 	 	refrigeration plant and machinery; and
	 	192	 	 	5.7	 	procure that throughout the period of this Agreement:
	 	193	 	 	 	 	(i)	 	at the Owners’ expense, the Vessel is insured for not
	 	194	 	 	 	 	 	 	less than her sound market value or entered for her full
	 	195	 	 	 	 	 	 	gross tonnage, as the case may be, for:
	 	196	 	 	 

	 	 	 	(a)
	 	usual hull and machinery marine risks (including
	 	197	 	 	 

	 	 	 	 	 	crew negligence) and excess liabilities;
	 	198	 	 	 

	 	 	 	(b)
	 	protection and indemnity risks, including pollution
	 	199	 	 	 

	 	 	 	 	 	risks, and diversion expenses, but excluding crew
	 	200	 	 	 

	 	 	 	 	 	risks in accordance with Sub-clause 3.2(i), if
	 	201	 	 	 

	 	 	 	 	 	separately insured by the Crew Managers; and
	 	202	 	 	 

	 	 	 	(c)
	 	war risks (including protection and indemnity and
	 	203	 	 	 

	 	 	 	 	 	crew risks);









	 	 	 	 	 	 	 	 	 	 	 

	 	204	 	 	 
	 	 	 	in accordance with the best practice of prudent owners
	 	205	 	 	 
	 	 	 	of vessels of a similar type to the Vessel, with first class
	 	206	 	 	 
	 	 	 	insurance companies, underwriters or associations (‘the
	 	207	 	 	 
	 	 	 	Owners’ Insurances’);
	 	208	 	 	 	 	(ii)	 	all premiums and calls on the Owners’ Insurances are
	 	209	 	 	 	 	 	 	paid promptly by their due date;
	 	210	 	 	 	 	(iii)	 	the Owners’ Insurances name the Crew Managers, any
	 	211	 	 	 	 	 	 	third party designated by the Crew Managers as a joint
	 	212	 	 	 	 	 	 	assured, with full cover, with the Owners obtaining
	 	213	 	 	 	 	 	 	cover in respect of each of the insurances specified in
	 	214	 	 	 	 	 	 	Sub-clause 5.7(i) above:
	 	215	 	 	 

	 	 	 	(a)
	 	on terms whereby the Crew Managers and any
	 	216	 	 	 

	 	 	 	 	 	such third party are liable in respect of premiums or
	 	217	 	 	 

	 	 	 	 	 	calls arising in connection with the Owners’
	 	218	 	 	 

	 	 	 	 	 	Insurances; or
	 	219	 	 	 

	 	 	 	(b)
	 	if reasonably obtainable, on terms such that neither
	 	220	 	 	 

	 	 	 	 	 	the Crew Managers nor any such third party shall
	 	221	 	 	 

	 	 	 	 	 	be under any liability in respect of premiums or
	 	222	 	 	 

	 	 	 	 	 	calls arising in connection with the Owners’
	 	223	 	 	 

	 	 	 	 	 	Insurances; or
	 	224	 	 	 

	 	 	 	(c)
	 	on such terms as may be agreed in writing.
	 	225	 	 	 	 	 	 	Note: indicate alternative (a), (b) or (c) of Sub-clause
	 	226	 	 	 	 	 	 	5.7(iii) in Box 8. If Box 8 is left blank then (a) applies.
	 	227	 	 	 	 	(iv)	 	written evidence is provided, to the reasonable
	 	228	 	 	 	 	 	 	satisfaction of the Crew Managers, of their compliance
	 	229	 	 	 	 	 	 	with their obligations under this Clause within a
	 	230	 	 	 	 	 	 	reasonable time of the commencement of the
	 	231	 	 	 	 	 	 	Agreement, and of each renewal date and, if
	 	232	 	 	 	 	 	 	specifically requested, of each payment date of the
	 	233	 	 	 	 	 	 	Owners’ Insurances.
	 	 	 	 	 
	 	 	 	 	 	 
	 	234	 	 	6.	 	Crew Management Lump Sum
	 	235	 	 	6.1	 	The Owners shall pay the Crew Managers for their services as
	 	236	 	 	 	 	crew managers under this Agreement a monthly lump sum in
	 	237	 	 	 	 	the amount stated in Box 9 which shall be payable in advance
	 	238	 	 	 	 	and in any case not later than the 5th day of each calendar
	 	239	 	 	 	 	month into the account of the Crew Managers free of all
	 	240	 	 	 	 	expenses and Bank charges, the first monthly lump sum being
	 	241	 	 	 	 	payable pro-rata on the commencement of this Agreement.
	 	242	 	 	 	 	Members of the Crew covered by the Agreement and included
	 	243	 	 	 	 	in the monthly lump sum are stated in Annex “B” hereto. All
	 	244	 	 	 	 	remittances to the Crew Managers shall be made to the bank
	 	245	 	 	 	 	account no. DE89 2012 0000 0520 5820 08 of the Crew
	 	246	 	 	 	 	Managers with BERENBERG BANK, HAMBURG.
	 	247	 	 	 	 	If the Vessel is not taken over by the Managers, for whatever
	 	248	 	 	 	 	reason, Managers are entitled to charge to the Owners all
	 	249	 	 	 	 	costs incurred in relation to the take over of the Vessel.
	 	250	 	 	6.2	 	The lump sum shall include:
	 	251	 	 	 	 	(i)	 	all payments which are due to or on behalf of the Crew
	 	252	 	 	 	 	 	 	in accordance with their contracts of employment,
	 	253	 	 	 	 	 	 	including basic wages, leave pay, sickness wages, long
	 	254	 	 	 	 	 	 	service & repeater gratuity, subject to any limitation on
	 	255	 	 	 	 	 	 	overtime hours in accordance with Sub-clause 6.3;
	 	256	 	 	 	 	(ii)	 	overlapping wages upto five (5) days for reliefs of
	 	257	 	 	 	 	 	 	Officers and upto three (3) days overlapping for all
	 	258	 	 	 	 	 	 	reliefs of Ratings. Not included are overlapping wages
	 	259	 	 	 	 	 	 	and associated costs resulting from vessel delay or
	 	260	 	 	 	 	 	 	deviation or any other event beyond the control of the
	 	261	 	 	 	 	 	 	Crew Managers. Any overlap exceeding the above
	 	262	 	 	 	 	 	 	stated period will be charged to the Owners at
	 	263	 	 	 	 	 	 	applicable rates;
	 	264	 	 	 	 	(iii)	 	Crew P&I Premium and Deductibles;
	 	265	 	 	 	 	(iv)	 	the cost of obtaining all documentation necessary for
	 	266	 	 	 	 	 	 	the Crew’s employment, including but not limited to
	 	267	 	 	 	 	 	 	medical and vaccination certificates, passports, visas,
	 	268	 	 	 	 	 	 	seaman’s books, licenses and crew lists;
	 	269	 	 	 	 	(v)	 	the cost of transportation of the Crew to and from the
	 	270	 	 	 	 	 	 	Vessel including hotel expenses and food while
	 	271	 	 	 	 	 	 	travelling, other than the cost of familiarization team
	 	272	 	 	 	 	 	 	and the prejoining expenses in accordance with Sub-











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	 	273	 	 	 

	 	 	 	clauses 6.4 and 6.5. All travelling expenses are based
	 	274	 	 	 

	 	 	 	on the Vessel trading regularly to the port or area
	 	275	 	 	 

	 	 	 	shown in Box 10. Should the Crew Managers have to
	 	276	 	 	 

	 	 	 	pay any additional travelling expenses by reason of the
	 	277	 	 	 

	 	 	 	Vessel not calling regularly at the above port or area,
	 	278	 	 	 

	 	 	 	any excess travelling costs/expenses shall be charged
	 	279	 	 	 

	 	 	 	to the Owners separately, on terms to be agreed;
	 	280	 	 	 

	 	(vi)
	 	port disbursements and fees in respect of Crew
	 	281	 	 	 

	 	 	 	matters, including crew handling fees, however,
	 	282	 	 	 

	 	 	 	excluding basic port agents’ fee as well as costs in
	 	283	 	 	 

	 	 	 	relation to crew shore passes, crew escorts charge by
	 	284	 	 	 

	 	 	 	local authorities, port terminal buses and relief costs by
	 	285	 	 	 

	 	 	 	launch or helicopter;
	 	286	 	 	 

	 	(vii)
	 	the cost of crew mail and Crew related communications
	 	287	 	 	 

	 	 	 	from the Vessel;
	 	288	 	 	 

	 	(viii)
	 	provision costs at the rate of US$8.00 per man/day. The
	 	289	 	 	 

	 	 	 	Crew Managers and the Owners shall, respectively at
	 	290	 	 	 

	 	 	 	the commencement and termination of this Agreement,
	 	291	 	 	 

	 	 	 	take over and pay for all unused provisions and bonded
	 	292	 	 	 

	 	 	 	stores on board the Vessel at a price to be mutually
	 	293	 	 	 

	 	 	 	agreed;
	 	294	 	 	 

	 	(ix)
	 	uniform and working clothes; safety shoes; parkas and
	 	295	 	 	 

	 	 	 	oilskins; working gloves as per international safety
	 	296	 	 	 

	 	 	 	regulations, however excluding additional winter
	 	297	 	 	 

	 	 	 	clothing if Vessel is trading in an area with extreme
	 	298	 	 	 

	 	 	 	weather conditions;
	 	299	 	 	 

	 	(x)
	 	cash box insurance for cash to master including “cash
	 	300	 	 	 

	 	 	 	in transit” insurance;
	 	301	 	 	 

	 	(xi)
	 	bank charges & exchange differences for cash to
	 	302	 	 	 

	 	 	 	master, home allotments, etc;
	 	303	 	 	 

	 	(xii)
	 	minor training and upgrading expenses, at the Crew
	 	304	 	 	 

	 	 	 	Managers’ own training facilities and/or associated
	 	305	 	 	 

	 	 	 	offices;
	 	306	 	 	 

	 	(xiii)
	 	fees and costs for processing the Crew in their place of
	 	307	 	 	 

	 	 	 	domicile;
	 	308	 	 	 

	 	(xiv)
	 	fees for certification in accordance with the Flag State
	 	309	 	 	 

	 	 	 	requirements of the Vessel as in force at the date of the
	 	310	 	 	 

	 	 	 	Agreement;
	 	311	 	 	 

	 	(xv)
	 	miscellaneous Crew costs and Crew expenses
	 	312	 	 	 

	 	 	 	reasonably incurred by the Managers in providing the
	 	313	 	 	 

	 	 	 	Crew Management Services; and
	 	314	 	 	 

	 	(xvi)
	 	The Crew Managers’ fee,
	 	315	 	 	 	 	Regular lashing of containers and hold cleaning, where
	 	316	 	 	 	 	applicable, is considered to be outside the normal duties of
	 	317	 	 	 	 	the Crew and is excluded from the quotation. However, if this
	 	318	 	 	 	 	additional service is required the Owners shall, upon
	 	319	 	 	 	 	agreement, pay a separate remuneration to cover the same.
	 	320	 	 	 	 	Such agreement shall be in the form of an addendum to the
	 	321	 	 	 	 	Agreement.
	 	322	 	 	6.3	 	The amount of Crew overtime covered by the lump sum shall
	 	323	 	 	 	 	be as stated in Box 11. If overtime exceeds that amount the
	 	324	 	 	 	 	Owners shall pay for the excess overtime.
	 	325	 	 	6.4	 	It is agreed between the Owners and the Crew Managers
	 	326	 	 	 	 	that a familiarization team to be mutually agreed will join the
	 	327	 	 	 	 	Vessel prior to the takeover of the Vessel. The Owners shall
	 	328	 	 	 	 	pay to the Crew Managers the pro-rata crew lump sum fee to
	 	329	 	 	 	 	cover the cost of such familiarization team.
	 	330	 	 	6.5	 	Prejoining expenses of the Crew are not included in the
	 	331	 	 	 	 	monthly lump sum and shall be charged separately to the
	 	332	 	 	 	 	Owners at cost plus 5% handling fee.
	 	333	 	 	6.6	 	Any invoices submitted by the Crew Managers for
	 	334	 	 	 	 	expenditure properly and reasonably incurred by them in the
	 	335	 	 	 	 	discharge of their duties under this Agreement and which is
	 	336	 	 	 	 	not included in the Crew Management Services but which is
	 	337	 	 	 	 	payable by the Owners, including but not limited to
	 	338	 	 	 	 	consequential costs of lay up or repairs (Sub-clause 6.8),
	 	339	 	 	 	 	excess overtime (Sub-clause 6.3), cost of the familiarization
	 	340	 	 	 	 	team (Sub-clause 6.4) and the prejoining expenses (Sub-
	 	341	 	 	 	 	clause 6.5) shall be paid by the Owners at the time of the
	 	342	 	 	 	 	payment of the next lump sum due under Sub-clause 6.1 or,









	 	 	 	 	 	 	 	 	 

	 	343	 	 	 	 	in case of termination of the Agreement, before
	 	344	 	 	 	 	disembarkation of the Crew.
	 	345	 	 	6.7	 	(i) The lump sum shall be renegotiated annually. Before the
	 	346	 	 	 	 	calendar year end the Crew Managers shall submit to the
	 	347	 	 	 	 	Owners a proposed lump sum figure to be applicable for the
	 	348	 	 	 	 	forthcoming year, provided however that the lump sum shall
	 	349	 	 	 	 	be adjusted from time to time by mutual agreement between
	 	350	 	 	 	 	the parties, and at any time to take into account any changes
	 	351	 	 	 	 	in the wages, salaries or working conditions of the crew
	 	352	 	 	 	 	resulting from any change in law or regulation or the order of
	 	353	 	 	 	 	any court or tribunal having jurisdiction in respect of the crew
	 	354	 	 	 	 	or any members thereof or as a result of any trade union,
	 	355	 	 	 	 	guild or other action or as a result of any strike or lockout ;
	 	356	 	 	 	 	(ii) The Owners shall indicate to the Crew Managers their
	 	357	 	 	 	 	acceptance or rejection of the proposed revised lump sum
	 	358	 	 	 	 	within one (1) month of presentation, failing which the Crew
	 	359	 	 	 	 	Managers shall be entitled to assume that the Owners have
	 	360	 	 	 	 	accepted the said lump sum. If such renegotiation fail and no
	 	361	 	 	 	 	agreement is reached, the Managers shall have the right to
	 	362	 	 	 	 	terminate the Agreement with immediate effect by notice in
	 	363	 	 	 	 	writing.
	 	364	 	 	6.8	 	In the event of lay up or extensive repairs to the Vessel that
	 	365	 	 	 	 	last for more than the number of months stated in Box 13,
	 	366	 	 	 	 	the parties shall mutually agree the extent of reduced
	 	367	 	 	 	 	manning required, together with the revision of the lump sum
	 	368	 	 	 	 	and re-manning arrangements for the period exceeding the
	 	369	 	 	 	 	number of months stated in Box 13 until one (1) month
	 	370	 	 	 	 	before the Vessel is again put into service. Consequential
	 	371	 	 	 	 	costs of reduction and reinstatement of the Crew shall be for
	 	372	 	 	 	 	the Owners’ account. In the event that the parties cannot
	 	373	 	 	 	 	agree, the Agreement shall be terminated in accordance with
	 	374	 	 	 	 	Clause 14.
	 	375	 	 	6.9	 	Notwithstanding anything contained herein to the contrary,
	 	376	 	 	 	 	the Crew Managers shall in no circumstances be required to
	 	377	 	 	 	 	use or commit their own funds to finance the provision of the
	 	378	 	 	 	 	Crew Management Services.
	 	379	 	 	6.10	 	The Owners shall be liable to the Crew Managers for a
	 	380	 	 	 	 	default interest at a LIBOR rate plus 1% per annum on the
	 	381	 	 	 	 	outstanding amount for non-payment of any money by the
	 	382	 	 	 	 	Owners to the Crew Managers under or in connection with
	 	383	 	 	 	 	this Agreement.
	 	384	 	 	6.11	 	All payments of fees hereunder or in respect of
	 	385	 	 	 	 	reimbursement of expenses or otherwise shall be made in
	 	386	 	 	 	 	full and without deduction for or on account of taxation,
	 	387	 	 	 	 	provided that if the Owners are obligated make any such
	 	388	 	 	 	 	deduction from any payment by law, then payments
	 	389	 	 	 	 	hereunder shall be increased so that the net amount
	 	390	 	 	 	 	received by the Crew Managers shall be equal to the amount
	 	391	 	 	 	 	they would have received but for such deduction. The
	 	392	 	 	 	 	provisions of this Clause shall not however apply to any tax
	 	393	 	 	 	 	on the overall net income of the Crew Managers imposed by
	 	394	 	 	 	 	the country in which the Crew Managers are incorporated.
	 	395	 	 	6.12	 	War risk insurance for the Crew and/or extra war risk bonus
	 	396	 	 	 	 	payable to the Crew is excluded from the monthly lump sum
	 	397	 	 	 	 	and must be considered to be for the account of the Owners.
	 	398	 	 	6.13	 	The Crew is not compelled to trade into war risk areas but
	 	399	 	 	 	 	may demand repatriation on account of the owners in which
	 	400	 	 	 	 	case the owners will pay for the repatriation and joining
	 	401	 	 	 	 	expenses for the new Crew.
	 	402	 	 	6.14	 	If, during the period of the Agreement, due to interference of
	 	403	 	 	 	 	any National and/or International Labour unions and/or
	 	404	 	 	 	 	Organizations, the Crew Managers be forced to accept
	 	405	 	 	 	 	different crew wages, the Crew Managers has the right to
	 	406	 	 	 	 	adjust the monthly lump sum accordingly if proper evidence
	 	407	 	 	 	 	of the new tariff has been given by the Crew Managers to the
	 	408	 	 	 	 	Owners. In such case, the Owners have the option of
	 	409	 	 	 	 	terminating the Agreement by giving at least three (3)
	 	410	 	 	 	 	months’ prior notice. Any costs incurred with the Owners
	 	411	 	 	 	 	prior approval due to interference of any of the bodies
	 	412	 	 	 	 	mentioned in this clause, including those incurred due to the











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	 	413	 	 	 	 	efforts by the Crew Managers to reduce damages caused by
	 	414	 	 	 	 	such interference, as well as any claims of Labour
	 	415	 	 	 	 	Unions/Organizations’ against the Vessel shall be borne by
	 	416	 	 	 	 	the Owners
	 	417	 	 	6.15	 	Where the Crew management lump sum is wholly agreed in
	 	418	 	 	 	 	USD, it is also hereby mutually agreed that where the crew
	 	419	 	 	 	 	members are being paid Euro Wages, an exchange rate
	 	420	 	 	 	 	adjustment, at the exchange rate of EURO / USD = (X.XX)
	 	421	 	 	 	 	will apply to the lump sum fees of Officers / Crew with Euro
	 	422	 	 	 	 	wages.
	 	423	 	 	 	 	If the average monthly EURO / USD exchange rate is higher
	 	424	 	 	 	 	than the agreed rate, Owners will be debited with the
	 	425	 	 	 	 	difference between the average rate and the agreed rate. If
	 	426	 	 	 	 	the average monthly EURO / USD exchange rate is lesser
	 	427	 	 	 	 	than the agreed rate, Owners will be credited with the
	 	428	 	 	 	 	difference between the average rate and the agreed rate.
	 	429	 	 	 	 	The above adjustments will be reflected in the monthly
	 	430	 	 	 	 	statement provided by the Crew Managers.”
	 	 	 	 	 
	 	 	 	 
	 	431	 	 	7.	 	Trading Restrictions
	 	432	 	 	 	 	The Owners and the Crew Managers will, prior to the
	 	433	 	 	 	 	commencement of this Agreement, agree on any trading
	 	434	 	 	 	 	restrictions to the Vessel that may result from the terms and
	 	435	 	 	 	 	conditions of the Crew’s employment.
	 	 	 	 	 
	 	 	 	 
	 	436	 	 	8.	 	Replacement
	 	437	 	 	 	 	The Owners shall have the right to require the replacement,
	 	438	 	 	 	 	at their own expense, at the next reasonable opportunity, of
	 	439	 	 	 	 	any member of the Crew found on reasonable grounds to be
	 	440	 	 	 	 	unsuitable for service. If the Crew Managers have failed to
	 	441	 	 	 	 	fulfill their obligations in providing suitable and qualified Crew
	 	442	 	 	 	 	within the meaning of Sub-clause 3.1, then such replacement
	 	443	 	 	 	 	shall be at the Crew Managers’ expense, provided however
	 	444	 	 	 	 	that if the Owners are dissatisfied with the conduct of any
	 	445	 	 	 	 	master, officer or member of the Crew, it shall forthwith give
	 	446	 	 	 	 	notice in writing to the Crew Managers of such
	 	447	 	 	 	 	dissatisfaction, which notice shall include particulars of the
	 	448	 	 	 	 	cause of complaint. The Crew Managers shall promptly
	 	449	 	 	 	 	investigate all such complaints and shall, if any such
	 	450	 	 	 	 	complaint is justified, procure that such master, officer or
	 	451	 	 	 	 	member of Crew is replaced with a person with substantially
	 	452	 	 	 	 	the same qualification and experience, as soon as possible
	 	453	 	 	 	 	upon receipt of such complaint, provided the Vessel is in a
	 	454	 	 	 	 	convenient port to do so.
	 	 	 	 	 
	 	 	 	 
	 	455	 	 	9.	 	Crew Managers’ Right to Sub-contract
	 	456	 	 	 	 	The Crew Managers shall not have the right to sub-contract
	 	457	 	 	 	 	any of their obligations hereunder without the prior written
	 	458	 	 	 	 	consent of the Owners, which shall not be unreasonably
	 	459	 	 	 	 	withheld. In the event of such a sub-contract, the Crew
	 	460	 	 	 	 	Managers shall remain fully liable for the due performance of
	 	461	 	 	 	 	their obligations under this Agreement.
	 	462	 	 	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	463	 	 	10.	 	Responsibilities
	 	464	 	 	10.1	 	Force Majeure - Neither party shall be liable for any loss,
	 	465	 	 	 	 	damage or delay due to any of the following force majeure
	 	466	 	 	 	 	events and/or conditions to the extent the party invoking
	 	467	 	 	 	 	force majeure is prevented or hindered from performing any
	 	468	 	 	 	 	or all of their obligations under this Agreement, provided they
	 	469	 	 	 	 	have made all reasonable efforts to avoid, minimize or
	 	470	 	 	 	 	prevent the effect of such events and/or conditions:
	 	471	 	 	 

	 	(i)
	 	acts of God;
	 	472	 	 	 

	 	(ii)
	 	any Government requisition, control, intervention,
	 	473	 	 	 

	 	 	 	requirement or interference;
	 	474	 	 	 

	 	(iii)
	 	any circumstances arising out of war, threatened act of
	 	475	 	 	 

	 	 	 	war or warlike operations, acts of terrorism, sabotage or
	 	476	 	 	 

	 	 	 	piracy, or the consequences thereof;
	 	477	 	 	 

	 	(iv)
	 	riots, civil commotion, blockades or embargoes;
	 	478	 	 	 

	 	(v)
	 	epidemics;









	 	 	 	 	 	 	 	 	 

	 	479	 	 	 

	 	(vi)
	 	earthquakes, landslides, floods or other extraordinary
	 	480	 	 	 

	 	 	 	weather conditions;
	 	481	 	 	 

	 	(vii)
	 	strikes, lockouts or other industrial action, unless limited
	 	482	 	 	 

	 	 	 	to the employees (which shall not include the Crew) of
	 	483	 	 	 

	 	 	 	the party seeking to invoke force majeure;
	 	484	 	 	 

	 	(viii)
	 	fire, accident, explosion except where caused by
	 	485	 	 	 

	 	 	 	negligence of the party seeking to invoke force
	 	486	 	 	 

	 	 	 	majeure;
	 	487	 	 	 

	 	(ix)
	 	any other similar cause beyond the reasonable control
	 	488	 	 	 

	 	 	 	of either party.
	 	489	 	 	10.2	 	Crew Managers’ liability to Owners — Without prejudice to
	 	490	 	 	 	 	Sub-clause 10.1 the Crew Managers shall be under no
	 	491	 	 	 	 	liability whatsoever to the Owners for any loss, damage,
	 	492	 	 	 	 	delay or expense of whatsoever nature, whether direct or
	 	493	 	 	 	 	indirect (including but not limited to loss of profit arising out of
	 	494	 	 	 	 	or in connection with detention of or delay to the Vessel) and
	 	495	 	 	 	 	howsoever arising in the course of performance of the Crew
	 	496	 	 	 	 	Management Services UNLESS same is proved to have
	 	497	 	 	 	 	resulted solely from the negligence, gross negligence or
	 	498	 	 	 	 	wilful default of the Crew Managers or any of their employees
	 	499	 	 	 	 	or agents, or sub-contractors employed by them in
	 	500	 	 	 	 	connection with the Vessel, in which case (save where loss,
	 	501	 	 	 	 	damage, delay or expense has resulted from the Crew
	 	502	 	 	 	 	Managers’ personal act or omission committed with the intent
	 	503	 	 	 	 	to cause same or recklessly and with knowledge that such
	 	504	 	 	 	 	loss, damage, delay or expense would probably result) the
	 	505	 	 	 	 	Crew Managers’ liability for each incident or series of
	 	506	 	 	 	 	incidents giving rise to a claim or claims shall never exceed a
	 	507	 	 	 	 	total of one (1) monthly lump sum payable hereunder.
	 	508	 	 	10.3	 	Acts or omissions of the Crew — Notwithstanding anything
	 	509	 	 	 	 	that may appear to the contrary in this Agreement, the Crew
	 	510	 	 	 	 	Managers shall not be liable for any act or omission of the
	 	511	 	 	 	 	Crew, even if such acts or omissions are negligent, grossly
	 	512	 	 	 	 	negligent or willful, except only to the extent that they are
	 	513	 	 	 	 	shown to have resulted from a failure by the Crew Managers
	 	514	 	 	 	 	to discharge their obligations under Clause 4, in which case
	 	515	 	 	 	 	their liability shall be limited in accordance with the terms of
	 	516	 	 	 	 	this Clause 10.
	 	517	 	 	10.4	 	Indemnity — Except to the extent and solely for the amount
	 	518	 	 	 	 	therein set out that the Crew Managers would be liable under
	 	519	 	 	 	 	Sub-clause 10.2 the Owners hereby undertake to keep the
	 	520	 	 	 	 	Crew Managers and their employees, agents and sub-
	 	521	 	 	 	 	contractors indemnified and to hold them harmless against
	 	522	 	 	 	 	all actions, proceedings, claims, demands or liabilities
	 	523	 	 	 	 	whatsoever or howsoever arising which may be brought
	 	524	 	 	 	 	against them or incurred or suffered by them arising out of or
	 	525	 	 	 	 	in connection with the performance of the Agreement, and
	 	526	 	 	 	 	against and in respect of all costs, loss, damages and
	 	527	 	 	 	 	expenses (including legal costs and expenses on a full
	 	528	 	 	 	 	indemnity basis) which the Crew Managers may suffer or
	 	529	 	 	 	 	incur (either directly or indirectly) in the course of the
	 	530	 	 	 	 	performance of this Agreement.
	 	531	 	 	10.5	 	“Himalaya” — It is hereby expressly agreed that no
	 	532	 	 	 	 	employee or agent of the Crew Managers (including every
	 	533	 	 	 	 	sub-contractor from time to time employed by the Crew
	 	534	 	 	 	 	Managers) shall in any circumstances whatsoever be under
	 	535	 	 	 	 	any liability whatsoever to the Owners for any loss, damage
	 	536	 	 	 	 	or delay of whatsoever kind arising or resulting directly or
	 	537	 	 	 	 	indirectly from any act, neglect or default on his part while
	 	538	 	 	 	 	acting in the course of or in connection with his employment
	 	539	 	 	 	 	and, without prejudice to the generality of the foregoing
	 	540	 	 	 	 	provisions in this Clause, every exemption, limitation,
	 	541	 	 	 	 	condition and liberty herein contained and every right,
	 	542	 	 	 	 	exemption from liability, defence and immunity of whatsoever
	 	543	 	 	 	 	nature applicable to the Crew Managers or to which the Crew
	 	544	 	 	 	 	Managers are entitled hereunder shall also be available and
	 	545	 	 	 	 	shall extend to protect every such employee or agent of the
	 	546	 	 	 	 	Crew Managers acting as aforesaid and for the purpose of all
	 	547	 	 	 	 	the foregoing provisions of this Clause the Crew Managers
	 	548	 	 	 	 	are or shall be deemed to be acting as agent or trustee on











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	682	 	 	 	months stated in Box 14. The Crew Managers shall use their
	683	 	 	 	best endeavours to minimise such Severance Costs.
	684	 	15.7	 	The termination of this Agreement shall be without prejudice
	685	 	 	 	to all rights accrued due between the parties prior to the date
	686	 	 	 	of termination.
	 
	 	 	 	 	 	 	 	 	 	 
	687	 	16.	 	Law and Arbitration
	688	 	16.1	 	This Agreement shall be governed by and construed in
	689	 	 	 	accordance with English law and any dispute arising out of or
	690	 	 	 	in connection with this Agreement shall be referred to
	691	 	 	 	arbitration in London in accordance with the Arbitration Act
	692	 	 	 	1996 as may be amended or re-enacted from time to time
	693	 	 	 	save to the extent necessary to give effect to the provisions
	694	 	 	 	of this Clause.
	695	 	 	 	The arbitration shall be conducted in accordance with the
	696	 	 	 	London Maritime Arbitrators Association (LMAA) Terms
	697	 	 	 	current at the time when the arbitration proceedings are
	698	 	 	 	commenced. The reference shall be to three arbitrators. A
	699	 	 	 	party wishing to refer a dispute to arbitration shall appoint its
	700	 	 	 	arbitrator and send notice of such appointment in writing to
	701	 	 	 	the other party requiring the other party to appoint its own
	702	 	 	 	arbitrator within 14 calendar days of that notice and stating
	703	 	 	 	that it will appoint its arbitrator as sole arbitrator unless the
	704	 	 	 	other party appoints its own arbitrator and gives notice that it
	705	 	 	 	has done so within the 14 days specified. If the other party
	706	 	 	 	does not appoint its own arbitrator and give notice that it has
	707	 	 	 	done so within the 14 days specified, the party referring a
	708	 	 	 	dispute to arbitration may, without the requirement of any
	709	 	 	 	further prior notice to the other party, appoint its arbitrator as
	710	 	 	 	sole arbitrator and shall advise the other party accordingly.
	711	 	 	 	The award of a sole arbitrator shall be binding on both
	712	 	 	 	parties as if he had been appointed by agreement.
	713	 	 	 	Nothing herein shall prevent the parties agreeing in writing to
	714	 	 	 	vary these provisions to provide for the appointment of a sole
	715	 	 	 	arbitrator.
	716	 	 	 	In cases where neither the claim nor any counterclaim
	717	 	 	 	exceeds the sum of US$50,000 (or such other sum as the
	718	 	 	 	parties may agree) the arbitration shall be conducted in
	719	 	 	 	accordance with the LMAA Small Claims Procedure current
	720	 	 	 	at the time when the arbitration proceedings are
	721	 	 	 	commenced.
	722	 	 	 	In cases where the claim or any counterclaim exceeds the
	723	 	 	 	sum agreed for the LMAA Small Claims Procedure and
	724	 	 	 	neither the claim nor any counterclaim exceeds the sum of
	725	 	 	 	US$400,000.00 (or such other sum as the parties may
	726	 	 	 	agree) the arbitration shall be conducted in accordance with
	727	 	 	 	the LMAA Intermediate Claims Procedure current at the time
	728	 	 	 	when the arbitration proceeding are commenced.
	729	 	 	 	Where the reference is to three arbitrators the procedure for
	730	 	 	 	making appointments shall be in accordance with the
	731	 	 	 	procedure for full arbitration stated above.
	732	 	16.2	 	In the case of a dispute in respect of which arbitration has
	733	 	 	 	been commenced, the following shall apply:
	734	 	 	 	(i)	 	Either party may at any time and from time to time elect
	735	 	 	 	 	 	to refer the dispute or part of the dispute to mediation
	736	 	 	 	 	 	by service on the other party to agree to mediation.
	737	 	 	 	(ii)	 	The other party shall thereupon within 14 calendar days
	738	 	 	 	 	 	of receipt of the Mediation Notice confirm that they
	739	 	 	 	 	 	agree to mediation, in which case the parties shall
	740	 	 	 	 	 	thereafter agree a mediator within a further 14 calendar
	741	 	 	 	 	 	days, failing which on the application of either party a
	742	 	 	 	 	 	mediator will be appointed promptly by the Arbitration
	743	 	 	 	 	 	Tribunal (“the Tribunal”) or such person as the Tribunal
	744	 	 	 	 	 	may designate for that purpose. The mediation shall be
	745	 	 	 	 	 	conducted in such place and in accordance with such
	746	 	 	 	 	 	procedure and on such terms as the parties may agree
	747	 	 	 	 	 	or, in the event of disagreement, as may be set by the
	748	 	 	 	 	 	mediator.
	749	 	 	 	(iii)	 	If the other party does not agree to mediate, that fact
	750	 	 	 	 	 	may be brought to the attention of the Tribunal and may









	 	 	 	 	 	 	 	 	 	 	 

	751	 	 	 	 	 	be taken into account by the Tribunal when allocating
	752	 	 	 	 	 	the costs of the arbitration as between the parties.
	753	 	 	 	(iv)	 	The mediation shall not affect the right of either party to
	754	 	 	 	 	 	seek such relief or take such steps as it considers
	755	 	 	 	 	 	necessary to protect its interest.
	756	 	 	 	(v)	 	Either party may advise the Tribunal that they have
	757	 	 	 	 	 	agreed to mediation. The arbitration procedure shall
	758	 	 	 	 	 	continue during the conduct of the mediation but the
	759	 	 	 	 	 	Tribunal may take the mediation timetable into account
	760	 	 	 	 	 	when setting the timetable for steps in the arbitration.
	761	 	 	 	(vi)	 	Unless otherwise agreed or specified in the mediation
	762	 	 	 	 	 	terms, each party shall bear its own costs incurred in
	763	 	 	 	 	 	the mediation and the parties shall share equally the
	764	 	 	 	 	 	mediator’s costs and expenses.
	765	 	 	 	(vii)	 	The mediation process shall be without prejudice and
	766	 	 	 	 	 	confidential and no information or documents disclosed
	767	 	 	 	 	 	during it shall be revealed to the Tribunal except to the
	768	 	 	 	 	 	extent that they are disclosable under the law and
	769	 	 	 	 	 	procedure governing the arbitration.
	770	 	 	 	(note: The parties should be aware that the mediation
	771	 	 	 	process may not necessarily interrupt time limits.)
	 
	 	 	 	 	 	 	 	 	 	 
	772	 	17.	 	Notices
	773	 	17.1	 	Any notices to be given by either party to the other party shall
	774	 	 	 	be in writing and may be sent by fax, telex, email, registered
	775	 	 	 	or recorded mail or by personal service.
	776	 	17.2	 	Every notice or other communication to be given to the Crew
	777	 	 	 	Managers shall be in the English language and shall be sent
	778	 	 	 	to the address of his appointed and agreed representative at
	779	 	 	 	the address stated in Box 17.
	780	 	 	 	Every notice or other communication to be given to the
	781	 	 	 	Owners shall be made in the English language and shall be
	782	 	 	 	sent to the address of his appointed and agreed
	783	 	 	 	representative at the address stated in Box 16.
	784	 	17.3	 	Every notice or other communication shall be deemed duly
	785	 	 	 	given if delivered by hand, given by telefax, given by first
	786	 	 	 	class registered or recorded delivery mail or given by email.
	787	 	 	 	Every notice shall be effective;
	788	 	 	 	(i)	 	on delivery, if delivered personally,
	789	 	 	 	(ii)	 	on transmission if sent by telefax,
	790	 	 	 	(iii)	 	upon actual receipt, if sent by registered or recorded
	791	 	 	 	 	 	delivery mail or
	792	 	 	 	(iv)	 	upon confirmation of receipt of the email message by the
	793	 	 	 	 	 	recipient.
	 
	 	 	 	 	 	 	 	 	 	 
	794	 	18.	 	Entire Agreement
	795	 	 	 	This Agreement constitutes the entire agreement between
	796	 	 	 	the parties and no promise, undertaking, representation,
	797	 	 	 	warranty or statement by either party prior to the date
	798	 	 	 	stated in Box 4 shall affect this Agreement. A modification
	799	 	 	 	of this Agreement shall not be of any effect unless in writing
	800	 	 	 	signed by or on behalf of the parties.
	 
	 	 	 	 	 	 	 	 	 	 
	801	 	19.	 	Third Party Rights
	802	 	 	 	Except to the extent provided in Sub-clause 10.5
	803	 	 	 	(Himalaya), no third parties shall have the right to enforce
	804	 	 	 	any term of this Agreement.
	 
	 	 	 	 	 	 	 	 	 	 
	805	 	20.	 	Partial Validity
	806	 	 	 	If any provision of this Agreement is or becomes or is held
	807	 	 	 	by any arbitrator or other competent body to be illegal,
	808	 	 	 	invalid or unenforceable in any respect under any law or
	809	 	 	 	jurisdiction, the provision shall be deemed to be amended
	810	 	 	 	to the extent necessary to avoid such illegality, invalidity or
	811	 	 	 	unenforceability, or, if such amendment is not possible, the
	812	 	 	 	provision shall be deemed to be deleted from this
	813	 	 	 	Agreement to the extent of such illegality, invalidity or
	814	 	 	 	unenforceability, and the remaining provisions shall
	815	 	 	 	continue in full force and effect and shall not in any way be
	816	 	 	 	affected or impaired thereby.











BSM CREWMAN LUMPSUM 1.0 (200906)





 












 





PART II

Bernhard Schulte Shipmanagement — Crew Management Agreement (Lump Sum)



	 	 	 	 	 

	817
	 	21.	 	Interpretation
	818
	 	 	 	In this Agreement:
	819
	 	21.1	 	Singular/Plural
	820
	 	 	 	The singular includes the plural and vice versa as the
	821
	 	 	 	context admits or requires.
	822
	 	21.2	 	Headings
	823
	 	 	 	The index and headings to the Clauses and Appendices to
	824
	 	 	 	this Agreement are for convenience only and shall not
	825
	 	 	 	affect its construction or interpretation.
	826
	 	21.3	 	Day
	827
	 	 	 	“Day” means calendar day unless expressly stated to the
	828
	 	 	 	contrary.





BSM CREWMAN LUMPSUM 1.0(200906)


 









 





ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO

BERNHARD SCHULTE SHIPMANAGEMENT

CREW MANAGEMENT AGREEMENT — LUMP SUM

 





	 	 	 
	Date of Agreement:
	 	13 May 2010
	 
	 	 
	Name of Vessel(s):
	 	
	 
	 	 






	 	 	 
	Particulars of Vessel(s):
	 
	 	 
	Type:
	 	Crude Oil Tanker
	Year Built:
	 	2009
	Gross Tonnage:
	 	85,030
	Deadweight:
	 	159,021
	Flag:
	 	Marshall Islands
	IMO No.:
	 	9379208





BSM CREWMAN LUMPSUM 1.0 (200906)



 









 





ANNEX “B” (DETAILS OF CREW) TO

BERNHARD SCHULTE SHIPMANAGEMENT

CREW MANAGEMENT AGREEMENT — LUMP SUM

 





	 	 	 

	Date of Agreement:
	 	13 May 2010
	 
	 	 
	Name of Vessel:
	 	
	 
	 	 
	Details of Crew:
	 	 






	 	 	 	 	 

	Numbers

	 	Rank
	 	Nationality
	 
	 	 	 	 
	1 

	 	Master
	 	East European
	2 

	 	Chief Officer
	 	East European
	3 

	 	Second Officer
	 	East European
	4 

	 	Third Officer
	 	East European
	5 

	 	Chief Engineer
	 	East European
	6 

	 	Second Engineer
	 	East European
	7 

	 	Third Engineer
	 	East European
	8 

	 	Fourth Engineer
	 	East European
	9 

	 	Electrician
	 	East European
	10 

	 	Pumpman
	 	East European
	11 

	 	Boatswain
	 	East Asian
	12 

	 	AB
	 	East Asian
	13 

	 	AB
	 	East Asian
	14 

	 	AB
	 	East Asian
	15 

	 	OS
	 	East Asian
	16 

	 	OS
	 	East Asian
	17 

	 	OS
	 	East Asian
	18 

	 	Fitter
	 	East European
	19 

	 	Oiler
	 	East Asian
	20 

	 	Oiler
	 	East Asian
	21 

	 	Oiler
	 	East Asian
	22 

	 	Wiper
	 	East Asian
	23 

	 	Chief Cook
	 	East Asian
	24 

	 	Second Cook
	 	East Asian
	25 

	 	Messman
	 	East Asian





BSM CREWMAN LUMPSUM 1.0 (200906)



 









 





ANNEX “C” (BUDGET FOR THE FIRST YEAR) TO

BERNHARD SCHULTE SHIPMANAGEMENT

CREW MANAGEMENT AGREEMENT — LUMP SUM

 




Date of Agreement:



Managers’ Budget for the first year with effect from the Commencement Date of this Agreement.



BSM CREWMAN LUMPSUM 1.0 (200906)