EXHIBIT 10.8 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Approved by

 	
  

 	
  

 
	
  

 	
  

 	
 the Documentary Committee of The

 	
  

 	
 Approved by

 
	
 Printed by BIMCO’S idea

 	
  

 	
 Japan Shipping Exchange Inc., Tokyo

 	
  

 	
 the International Ship Managers’
 Association (ISMA)

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Date of Agreement

  [to be dated the
 date of execution]

 	
  

 	
 THE BALTIC AND INTERNATIONAL MARITIME
 COUNCIL (BIMCO)

 	
 

 
	
  

 	
  

 	
  

 	
  

 	
 STANDARD SHIP MANAGEMENT AGREEMENT

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 CODE NAME: “SHIPMAN 98”

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 PART I

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 	
  

 	
 3.

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

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name

 	
  

 	
  

 	
 Name

 	
  

 
	
  

 	
  

 	
 [name of relevant member of the Group]

 	
  

 	
  

 	
 CIEL Shipmanagement S.A.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Place of registered office

 	
  

 	
  

 	
 Place of registered office

 	
  

 
	
  

 	
  

 	
  [to be completed]

 	
  

 	
  

 	
 Monrovia, Republic of Liberia

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Law of registry

 	
  

 	
  

 	
 Law of registry

 	
  

 
	
  

 	
  

 	
  [to be completed]

 	
  

 	
  

 	
 Republic of Liberia

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

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

  [to be completed
 on execution]

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

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

 YES

 	
  

 	
 6.

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

 YES

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

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

 YES

 	
  

 	
 8.

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

 NO

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

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

 YES

 	
  

 	
 10.

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

 YES

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

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

 YES

 	
  

 	
 12.

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

 YES

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

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

N/A

 	
  

 	
 14.

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

 Clause 6.3(ii)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.

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

 $[ ]

 	
  

 	
 16.

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

 not applicable

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 17.

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

 see Clause 17

 	
  

 	
 18.

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

  see Clause 19.1

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 19.

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

 	
  

 	
 20.

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

 	
  

 
	
  

 	
  

 	
 C/o Costamare Inc.

 	
  

 	
  

 	
 2-6 Aeroporon Street

 	
  

 
	
  

 	
  

 	
 60 Zephyrou Street & Syngrou Avenue

 	
  

 	
  

 	
 175 64 Athens, Greece

 	
  

 
	
  

 	
  

 	
 175 64 Athens, Greece

 	
  

 	
  

 	
 Telefax: +30 210 940 4081

 	
  

 
	
  

 	
  

 	
 Telefax:  +30 210 940 6454

 	
  

 	
  

 	
 Attention:  Chief Executive Officer

 	
  

 
	
  

 	
  

 	
 Attention: Chief Executive Officer

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 It is mutually agreed between the
 party stated in Box 2 and the party stated in Box 3 that this
 Agreement consisting of PART I
 and PART II as
 well as Annexes “A”
 (Details of Vessel), “B”
 (Details of Crew),  “C” (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 of relevant member of the Group]

 	
  

 	
  

 	
 CIEL SHIPMANAGEMENT S.A.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 








This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be
clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the
text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this computer generated document.






Printed by BIMCO’S idea


	
  

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

 
	
 THE
 BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

 
	
 STANDARD
 SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

 
	 

 
	
  

 
	
 Date of Agreement:

 
	
  [to
 be completed]

 
	
 Name of Vessel(s):

 
	
  [to
 be completed]

 
	
 Particulars of
 Vessel(s):

 
	
  [to
 be completed]

 



This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be
clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the
text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this computer generated document.









	
  

 
	
 ANNEX “B” (DETAILS OF CREW) TO  

 
	
 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)  

 
	
 STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98” 

 
	 

 



Date of Agreement:

Details of Crew: 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Numbers

 	
  

 	
 Rank

 	
  

 	
 Nationality

 
	
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This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be
clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the
text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this computer generated document.






Printed by
BIMCO’S idea


	
  

 
	
 ANNEX “C” (BUDGET) TO 

 
	
 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 

 
	
 STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98” 

 
	 

 



Date of Agreement: 

 

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






This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be
clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the
text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a
result of discrepancies between the original BIMCO approved document and this computer generated document.











	
  

 
	
 ANNEX “D” (ASSOCIATED VESSELS) TO 

 
	
 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 

 
	
 STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98” 

 
	 

 



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


Date of Agreement:

 

Details of Associated Vessels:

 


This document
is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any
insertion or deletion to the form must be clearly visible. In the event of any
modification made to the pre-printed text of this document which is not clearly
visible, the text of the original BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of
discrepancies between the original BIMCO approved document and this computer
generated document. 












PART II

“SHIPMAN 98” Standard Ship Management Agreement



	
  

 	
  

 	
  

 	
  

 
	
 1. 

 	
 Definitions

 	
  

 	
   1

 
	
  

 	
 In this Agreement save where the
 context otherwise requires,

 	
  

 	
   2

 
	
  

 	
 the following words and
 expressions shall have the meanings

 	
  

 	
   3

 
	
  

 	
 hereby assigned to them.

 	
  

 	
   4

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  “Costamare” means Costamare Shipping Company S.A. of

 	
  

 	
   5

 
	
  

 	
 Panama City, Republic of Panama and includes its successors

 	
  

 	
  

 
	
  

 	
 in title.

 	
  

 	
  

 
	
  

 	
  “Owners” means the party identified in Box 2.

 	
  

 	
  

 
	
  

 	
  “Managers” means the party identified in Box 3.

 	
  

 	
   6

 
	
  

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

 	
  

 	
   7

 
	
  

 	
 out in Annex “A” attached hereto.

 	
  

 	
   8

 
	
  

 	
  “Business Day” shall have the same meaning as ascribed

 	
  

 	
  

 
	
  

 	
 thereto in Section 1.1 of the Group Management Agreement.

 	
  

 	
  

 
	
  

 	
  “Crew” means the Master, officers and ratings employed on the

 	
  

 	
   9

 
	
  

 	
 Vessel from time to timeof the numbers,

 	
  

 	
  

 
	
  

 	
 rank
 and nationality specified in Annex “B” attached hereto.

 	
  

 	
 10

 
	
  

 	
 “Crew Support Costs” means all expenses of a general nature

 	
  

 	
 11

 
	
  

 	
 which
 are not particularly referable to any individual vessel for

 	
  

 	
 12

 
	
  

 	
 the
 time being managed by the Managers and which are incurred

 	
  

 	
 13

 
	
  

 	
 by
 the Managers for the purpose of providing an efficient and

 	
  

 	
 14

 
	
  

 	
 economic
 management service and, without prejudice to the

 	
  

 	
 15

 
	
  

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

 	
  

 	
 16

 
	
  

 	
 pay,
 training schemes for officers and ratings, cadet training

 	
  

 	
 17

 
	
  

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

 	
  

 	
 18

 
	
  

 	
  “Related Manager” shall have the meaning
 as ascribed thereto

 	
  

 	
 19

 
	
  

 	
 in Section 1.1 of the Group Management
 Agreement.

 	
  

 	
  

 
	
  

 	
  “Severance
 Costs” means the costs which the
 employers are

 	
  

 	
  

 
	
  

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

 	
  

 	
 20

 
	
  

 	
 the early termination of any
 employment contract for service on

 	
  

 	
 21

 
	
  

 	
 the Vessel.

 	
  

 	
 22

 
	
  

 	
  “Crew
 Insurances” means insurances against
 crew risks which

 	
  

 	
 23

 
	
  

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

 	
  

 	
 24

 
	
  

 	
 injury, shipwreck unemployment indemnity
 and loss of personal

 	
  

 	
 25

 
	
  

 	
 effects.

 	
  

 	
 26

 
	
  

 	
  “Group Management Agreement” means the agreement dated [ ]

 	
  

 	
  

 
	
  

 	
 2010 made between the Parent and the Managers.

 	
  

 	
  

 
	
  

 	
  “Management
 Services” means the services
 specified in sub-

 	
  

 	
 27

 
	
  

 	
 clauses 3.1 to 3.8 as indicated
 affirmatively in Boxes 5 to 12.

 	
  

 	
 28

 
	
  

 	
  “ISM Code” means the International Management Code for the

 	
  

 	
 29

 
	
  

 	
 Safe Operation of Ships and for
 Pollution Prevention as adopted

 	
  

 	
 30

 
	
  

 	
 by the International Maritime
 Organization (IMO) by resolution

 	
  

 	
 31

 
	
  

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

 	
  

 	
 32

 
	
  

 	
  “ISPS Code” means the International Ship and Port Facility

 	
  

 	
  

 
	
  

 	
 Security Code constituted pursuant to resolution A.924(22)
 of

 	
  

 	
  

 
	
  

 	
 the International Maritime Organisation now set out in
 Chapter

 	
  

 	
  

 
	
  

 	
 XI-2 of the International Convention for the Safety of Life
 at Sea

 	
  

 	
  

 
	
  

 	
  (SOLAS) 1974 (as amended) and the mandatory ISPS Code as

 	
  

 	
  

 
	
  

 	
 adopted by a Diplomatic Conference of the International

 	
  

 	
  

 
	
  

 	
 Maritime Organisation on Maritime Security in December 2002

 	
  

 	
  

 
	
  

 	
 and includes any amendments or extensions to it and any

 	
  

 	
  

 
	
  

 	
 regulation issued pursuant to it.

 	
  

 	
  

 
	
  

 	
  “Parent” means Costamare Inc. of Trust Company Complex,

 	
  

 	
  

 
	
  

 	
 Ajeltake Road, Ajeltake Island, Majuro, Republic of the
 Marshall

 	
  

 	
  

 
	
  

 	
 Islands MH96960.

 	
  

 	
  

 
	
  

 	
  “STCW 95” means the International Convention on Standards

 	
  

 	
 33

 
	
  

 	
 of Training, Certification and
 Watchkeeping for Seafarers, 1978,

 	
  

 	
 34

 
	
  

 	
 as amended in 1995 or any
 subsequent amendment thereto.

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Appointment of
 Managers

 	
  

 	
 36

 
	
  

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

 	
  

 	
 37

 
	
  

 	
 unless and until terminated provided herein, the Owners

 	
  

 	
 38

 
	
  

 	
 hereby appoint the Managers and
 the Managers hereby agree

 	
  

 	
 39

 
	
  

 	
 to act as the Mmanagers of the Vessel.

 	
  

 	
 40

 
	
  

 	
 The Managers hereby (i) acknowledge that they have received
 a

 	
  

 	
  

 
	
  

 	
 copy of the Group Management Agreement and have reviewed

 	
  

 	
  

 
	
  

 	
 all its terms and (ii) agree to abide by such terms so long
 as the

 	
  

 	
  

 
	
  

 	
 provisions thereof relate to the management of the Vessel.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Basis of
 Agreement

 	
  

 	
 41

 
	
  

 	
 Subject to the terms and
 conditions herein provided, during the

 	
  

 	
 42

 
	
  

 	
 period of this Agreement, the
 Managers shall carry out

 	
  

 	
 43

 
	
  

 	
 Management Services in respect of
 the Vessel as agents for

 	
  

 	
 44

 









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 and on behalf of the Owners. Subject to Section 4.6 of
 the Group

 	
  

 	
 45

 
	
  

 	
 Management Agreement, Tthe
 Managers shall have authority

 	
  

 	
  

 
	
  

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

 	
  

 	
 46

 
	
  

 	
 discretion consider to be
 necessary to enable them to perform

 	
  

 	
 47

 
	
  

 	
 this Agreement in accordance with
 sound ship management

 	
  

 	
 48

 
	
  

 	
 practice.

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1

 	
 Crew Management

 	
  

 	
 50

 
	
  

 	
 (only applicable if agreed according to Box 5)

 	
  

 	
 51

 
	
  

 	
 The Managers shall provide
 suitably qualified Crew for the Vessel

 	
  

 	
 52

 
	
  

 	
 as required by the Owners in
 accordance with the STCW 95

 	
  

 	
 53

 
	
  

 	
 requirements, provision of which
 includes but is not limited to

 	
  

 	
  54

 
	
  

 	
 the following functions:

 	
  

 	
 55

 
	
  

 	
  (i)

 	
 selecting and engaging the
 Vessel’s Crew, including payroll

 	
  

 	
 56

 
	
  

 	
  

 	
 arrangements, pension
 administration, and insurances for

 	
  

 	
 57

 
	
  

 	
  

 	
 the Crew other than those
 mentioned in Clause 6;

 	
  

 	
 58

 
	
  

 	
  (ii)

 	
 ensuring that the applicable
 requirements of the law of the

 	
  

 	
 59

 
	
  

 	
  

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

 	
  

 	
 60

 
	
  

 	
  

 	
 rank, qualification and
 certification of the Crew and

 	
  

 	
 61

 
	
  

 	
  

 	
 employment regulations including
 Crew’s tax, social

 	
  

 	
 62

 
	
  

 	
  

 	
 insurance, discipline and other
 requirements;

 	
  

 	
 63

 
	
  

 	
  (iii)

 	
 ensuring that all members of the
 Crew have passed a medical

 	
  

 	
 64

 
	
  

 	
  

 	
 examination with a qualified
 doctor certifying that they are fit

 	
  

 	
 65

 
	
  

 	
  

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

 	
  

 	
 66

 
	
  

 	
  

 	
 of valid medical certificates
 issued in accordance with

 	
  

 	
 67

 
	
  

 	
  

 	
 appropriate flag State
 requirements. In the absence of

 	
  

 	
 68

 
	
  

 	
  

 	
 applicable flag State
 requirements the medical certificate shall

 	
  

 	
 69

 
	
  

 	
  

 	
 be dated not more than three months
 prior to the respective

 	
  

 	
 70

 
	
  

 	
  

 	
 Crew members leaving their
 country of domicile and

 	
  

 	
 71

 
	
  

 	
  

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

 	
  

 	
 72

 
	
  

 	
  (iv)

 	
 ensuring that the Crew shall have
 a command of the English

 	
  

 	
 73

 
	
  

 	
  

 	
 language of a sufficient standard
 to enable them to perform

 	
  

 	
 74

 
	
  

 	
  

 	
 their duties safely;

 	
  

 	
 75

 
	
  

 	
  (v)

 	
 arranging transportation of the
 Crew, including repatriation,

 	
  

 	
 76

 
	
  

 	
 board and lodging as and when required at rates and types
 of

 	
  

 	
  

 
	
  

 	
 accommodations as customary in the industry;

 	
  

 	
  

 
	
  

 	
  (vi)

 	
 training of the Crew and
 supervising their efficiency;

 	
  

 	
 77

 
	
  

 	
  (vii)

 	
 keeping and maintaining full and complete records of any

 	
  

 	
 78

 
	
  

 	
 labor agreements which may be entered into with the Crew
 and,

 	
  

 	
  

 
	
  

 	
 if applicable, conducting union negotiations;

 	
  

 	
  

 
	
  

 	
  (viii)

 	
 operating the Managers’ drug and
 alcohol policy unless

 	
  

 	
 79

 
	
  

 	
  

 	
 otherwise agreed in writing.

 	
  

 	
 80

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.2

 	
 Technical
 Management

 	
  

 	
 81

 
	
  

 	
 (only applicable if agreed according to Box 6)

 	
  

 	
 82

 
	
  

 	
 The Managers shall provide
 technical management which

 	
  

 	
 83

 
	
  

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

 	
  

 	
 84

 
	
  

 	
  (i)

 	
 provision of competent personnel
 to supervise the

 	
  

 	
 85

 
	
  

 	
  

 	
 maintenance and general
 efficiency of the Vessel;

 	
  

 	
 86

 
	
  

 	
  (ii)

 	
 arrangement and supervision of
 dry dockings, repairs,

 	
  

 	
 87

 
	
  

 	
  

 	
 alterations and the upkeep of the
 Vessel to the standards

 	
  

 	
 88

 
	
  

 	
  

 	
 required by the Owners provided
 that the Managers shall

 	
  

 	
 89

 
	
  

 	
  

 	
 be entitled to incur the
 necessary expenditure to ensure

 	
  

 	
 90

 
	
  

 	
  

 	
 that the Vessel will comply with
 the law of the flag of the

 	
  

 	
 91

 
	
  

 	
  

 	
 Vessel and of the places where
 she trades, and all

 	
  

 	
 92

 
	
  

 	
  

 	
 requirements and recommendations
 of the classification

 	
  

 	
 93

 
	
  

 	
  

 	
 society;

 	
  

 	
 94

 
	
  

 	
 (iii)

 	
 arrangement of the supply of necessary stores, spares and

 	
  

 	
 95

 
	
  

 	
  

 	
 lubricating oil;

 	
  

 	
 96

 
	
  

 	
  (iv) 

 	
 appointment of surveyors and
 technical consultants as the

 	
  

 	
 97

 
	
  

 	
  

 	
 Managers may consider from time
 to time to be necessary;

 	
  

 	
 98

 
	
  

 	
  (v)

 	
 development, implementation and
 maintenance of a Safety

 	
  

 	
 99

 
	
  

 	
  

 	
 Management System (SMS) in
 accordance with the ISM

 	
  

 	
 100

 
	
  

 	
  

 	
 Code (see sub-clauses 4.2 and 5.3) and of a security system
 in

 	
  

 	
 101

 
	
  

 	
  

 	
 accordance with the ISPS Code;

 	
  

 	
  

 
	
  

 	
 (vi) 

 	
   handling any claims against the builder of the Vessel

 	
  

 	
  

 
	
  

 	
  

 	
 arising out of the relevant shipbuilding contract, if

 	
  

 	
  

 
	
  

 	
  

 	
 applicable; and

 	
  

 	
  

 
	
  

 	
 (vii) 

 	
   on request by the Owners, providing the Owners with a

 	
  

 	
  

 
	
  

 	
  

 	
 copy of any inspection report, survey, valuation or any
 other

 	
  

 	
  

 
	
  

 	
  

 	
 similar report prepared by any shipbrokers, surveyors, the

 	
  

 	
  

 
	
  

 	
  

 	
 Class etc..

 	
  

 	
  

 









This document is a computer generated SHIPMAN 98 form printed by
authority of BIMCO. Any insertion or deletion to the form must be clearly
visible. In the event of any modification made to the pre-printed text of this
document which is not clearly visible, the text of the original BIMCO approved
document shall apply. BIMCO assumes no responsibility for any loss, damage or
expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document. 






PART II

“SHIPMAN 98” Standard Ship Management Agreement



	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.3

 	
 Commercial
 Management

 	
  

 	
 102

 
	
  

 	
  (only
 applicable if agreed according to Box 7)

 	
  

 	
 103

 
	
  

 	
 The Managers shall provide the commercial operation of the

 	
  

 	
 104

 
	
  

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

 	
  

 	
 105

 
	
  

 	
 limited
 to, the following functions:

 	
  

 	
 106

 
	
  

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

 	
  

 	
 107

 
	
  

 	
  

 	
 instructions
 which include, but are not limited to, seeking

 	
  

 	
 108

 
	
  

 	
  

 	
 and
 negotiating employment for the Vessel and the conclusion

 	
  

 	
 109

 
	
  

 	
  

 	
 (including
 the execution thereof) of charter parties or other

 	
  

 	
 110

 
	
  

 	
  

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

 	
  

 	
 111

 
	
  

 	
  

 	
 contract
 exceeds the period stated in Box 13, consent thereto

 	
  

 	
 112

 
	
  

 	
  

 	
 in
 writing shall first be obtained from the Owners. 

 	
  

 	
 113

 
	
  

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

 	
  

 	
 114

 
	
  

 	
  

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

 	
  

 	
 115

 
	
  

 	
  

 	
 whatsoever
 nature to which Owners may be entitled arising

 	
  

 	
 116

 
	
  

 	
  

 	
 out
 of the employment of or otherwise in connection with the

 	
  

 	
 117

 
	
  

 	
  

 	
 Vessel.

 	
  

 	
 118

 
	
  

 	
 (iii)   providing
 voyage estimates and accounts and calculating of

 	
  

 	
 119

 
	
  

 	
  

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

 	
  

 	
 120

 
	
  

 	
  

 	
 or
 due to the charterers of the Vessel;

 	
  

 	
 121

 
	
  

 	
  (iv)

 	
 issuing of voyage instructions;

 	
  

 	
 122

 
	
  

 	
  (vii)

 	
 appointing agents;

 	
  

 	
 123

 
	
  

 	
  (viii) 

 	
 appointing stevedores;

 	
  

 	
 124

 
	
  

 	
  (ivii)

 	
 arranging surveys associated with
 the commercial operation

 	
  

 	
 125

 
	
  

 	
  

 	
 of the Vessel;

 	
  

 	
 126

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.4

 	
 Insurance
 Arrangements’

 	
  

 	
 127

 
	
  

 	
  (only
 applicable if agreed according to Box 8)

 	
  

 	
 128

 
	
  

 	
 The Managers shall arrange
 insurances in accordance with

 	
  

 	
 129

 
	
  

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

 	
  

 	
 130

 
	
  

 	
 have instructed or agreed, in
 particular regarding conditions,

 	
  

 	
 131

 
	
  

 	
 insured values, deductibles and
 franchises.

 	
  

 	
 132

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.5

 	
 Accounting
 Services

 	
  

 	
 133

 
	
  

 	
  (only
 applicable if agreed according to Box 9)

 	
  

 	
 134

 
	
  

 	
 Without prejudice to the relevant provisions of the Group

 	
  

 	
 135

 
	
  

 	
 Management Agreement and, in particular, but without

 	
  

 	
  

 
	
  

 	
 limitation, Section 4.11 and Section 10.6 thereof, Tthe Managers

 	
  

 	
  

 
	
  

 	
 shall:

 	
  

 	
  

 
	
  

 	
  (i)

 	
 establish an accounting system
 which meets the

 	
  

 	
 136

 
	
  

 	
  

 	
 requirements of the Owners and
 provide regular accounting

 	
  

 	
 137

 
	
  

 	
  

 	
 services, supply regular reports
 and records,

 	
  

 	
 138

 
	
  

 	
  (ii)

 	
 maintain the records of all costs
 and expenditure incurred

 	
  

 	
 139

 
	
  

 	
  

 	
 as well as data necessary or
 proper for the settlement of

 	
  

 	
 140

 
	
  

 	
  

 	
 accounts between the parties.

 	
  

 	
 141

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.6

 	
 Sale or Purchase
 of the Vessel

 	
  

 	
 142

 
	
  

 	
  (only
 applicable if agreed according to Box 10) 

 	
  

 	
 143

 
	
  

 	
 The Managers shall, in accordance
 with the Owners’ instructions,

 	
  

 	
 144

 
	
  

 	
 supervise
 the sale or purchase attend to the physical
 delivery of

 	
  

 	
 145

 
	
  

 	
 the Vessel, including the

 	
  

 	
  

 
	
  

 	
 performance
 of and any matters specifically relating
 thereto

 	
  

 	
 146

 
	
  

 	
 under any sale or purchase agreement, but not

 	
  

 	
  

 
	
  

 	
 negotiation of the same.

 	
  

 	
 147

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.7

 	
 Provisions  (only applicable if agreed according to Box 11)

 	
  

 	
 148

 
	
  

 	
 The Managers shall arrange for
 the supply of provisions.

 	
  

 	
 149

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.8

 	
 Bunkering (only applicable if
 agreed according to Box 12)

 	
  

 	
 150

 
	
  

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

 	
  

 	
 151

 
	
  

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

 	
  

 	
 152

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Managers’
 Obligations

 	
  

 	
 153

 
	
  

 	
 4.1

 	
 The Managers undertake to use
 their best endeavours

 	
  

 	
 154

 
	
  

 	
 commercially reasonable efforts to

 	
  

 	
  

 
	
  

 	
 provide the agreed Management
 Services as agents for and on

 	
  

 	
 155

 
	
  

 	
 behalf of the Owners in
 accordance with sound ship management

 	
  

 	
 156

 
	
  

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

 	
  

 	
 157

 
	
  

 	
 all matters relating to the
 provision of services hereunder.

 	
  

 	
 158

 
	
  

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

 	
  

 	
 159

 
	
  

 	
 management responsibilities under
 this Agreement shall be entitled

 	
  

 	
 160

 
	
  

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

 	
  

 	
 161

 
	
  

 	
 as may from time to time be
 entrusted to their management and

 	
  

 	
 162

 







	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 in particular, but without
 prejudice to the generality of the foregoing,

 	
  

 	
 163

 
	
  

 	
 the Managers shall be entitled to
 allocate available supplies,

 	
  

 	
 164

 
	
  

 	
 manpower and services in such
 manner as in the prevailing

 	
  

 	
 165

 
	
  

 	
 circumstances the Managers in
 their absolute discretion consider

 	
  

 	
 166

 
	
  

 	
 to be fair and reasonable.

 	
  

 	
 167

 
	
  

 	
 4.2

 	
 Where the Managers are providing
 Technical Management

 	
  

 	
 168

 
	
  

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

 	
  

 	
 169

 
	
  

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

 	
  

 	
 170

 
	
  

 	
 they shall in particular be
 deemed to be the “Company” as defined

 	
  

 	
 171

 
	
  

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

 	
  

 	
 172

 
	
  

 	
 the Vessel and taking over the
 duties and responsibilities imposed

 	
  

 	
 173

 
	
  

 	
 by the ISM Code and/or the ISPS Code when applicable.

 	
  

 	
 174

 
	
  

 	
 4.3

 	
 In the exercise of their duties hereunder, the Managers
 shall

 	
  

 	
  

 
	
  

 	
 act in accordance with the reasonable policies, guidelines
 and

 	
  

 	
  

 
	
  

 	
 instructions from time to time communicated to it in
 writing by

 	
  

 	
  

 
	
  

 	
 the Owners.

 	
  

 	
  

 
	
  

 	
 4.4

 	
 During this Agreement, the Managers shall promote the

 	
  

 	
  

 
	
  

 	
 business of the Owners in accordance with the directions of
 the

 	
  

 	
  

 
	
  

 	
 authorized representative or, as the case may be,

 	
  

 	
  

 
	
  

 	
 representatives of the Owners and shall at all times use

 	
  

 	
  

 
	
  

 	
 commercially reasonable efforts to conform to, and comply

 	
  

 	
  

 
	
  

 	
 with, the lawful and reasonable directions, regulations or

 	
  

 	
  

 
	
  

 	
 recommendations made by such authorized representative or,

 	
  

 	
  

 
	
  

 	
 as the case may be, representatives.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Owners’
 Obligations

 	
  

 	
 175

 
	
  

 	
 5.1

 	
 The Owners shall pay all sums due
 to the Managers punctually

 	
  

 	
 176

 
	
  

 	
 in accordance with the terms of
 this Agreement.

 	
  

 	
 177

 
	
  

 	
 5.2

 	
 Where the Managers are providing
 Technical Management

 	
  

 	
 178

 
	
  

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

 	
  

 	
 179

 
	
  

 	
  (i)

 	
 procure that all officers and
 ratings supplied by them or on

 	
  

 	
 180

 
	
  

 	
  

 	
 their behalf comply with the
 requirements of STCW 95;

 	
  

 	
 181

 
	
  

 	
  (ii)

 	
 instruct such officers and
 ratings to obey all reasonable orders

 	
  

 	
 182

 
	
  

 	
  

 	
 of the Managers in connection
 with the operation of the

 	
  

 	
 183

 
	
  

 	
  

 	
 Managers’ safety management
 system.

 	
  

 	
 184

 
	
  

 	
 5.3

 	
 Where the Managers are not
 providing Technical Management

 	
  

 	
 185

 
	
  

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

 	
  

 	
 186

 
	
  

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

 	
  

 	
 187

 
	
  

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

 	
  

 	
 188

 
	
  

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

 	
  

 	
 189

 
	
  

 	
 “Company” as defined by the ISM
 Code assuming the responsibility

 	
  

 	
 190

 
	
  

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

 	
  

 	
 191

 
	
  

 	
 responsibilities imposed by the
 ISM Code when applicable.

 	
  

 	
 192

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Insurance
 Policies

 	
  

 	
 193

 
	
  

 	
 The Owners shall procure, whether by instructing the Managers

 	
  

 	
 194

 
	
  

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

 	
  

 	
 195

 
	
  

 	
 this Agreement:

 	
  

 	
 196

 
	
  

 	
 6.1

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

 	
  

 	
 197

 
	
  

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

 	
  

 	
 198

 
	
  

 	
 as the case may be for:

 	
  

 	
 199

 
	
  

 	
  (i)

 	
 usual hull and machinery marine
 risks (including crew

 	
  

 	
 200

 
	
  

 	
  

 	
 negligence) and excess
 liabilities;

 	
  

 	
 201

 
	
  

 	
  (ii)

 	
 protection and indemnity risks
 (including pollution risks and

 	
  

 	
 202

 
	
  

 	
  

 	
 Crew Insurances); and

 	
  

 	
 203

 
	
  

 	
  (iii)

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

 	
  

 	
 204

 
	
  

 	
 in each case in
 accordance with the best practice of prudent owners

 	
  

 	
 205

 
	
  

 	
 of

 	
  

 	
  

 	
  

 
	
  

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

 	
  

 	
 206

 
	
  

 	
 companies, underwriters or
 associations (“the Owners’

 	
  

 	
 207

 
	
  

 	
 Insurances”);

 	
  

 	
 208

 
	
  

 	
 6.2

 	
 all premiums and calls and applicable deductibles
 and/or

 	
  

 	
 209

 
	
  

 	
 franchises on the
 Owners’ Insurances are paid

 	
  

 	
  

 
	
  

 	
 promptly by their due date,

 	
  

 	
 210

 
	
  

 	
 6.3

 	
 the Owners’ Insurances name the
 Managers and, subject

 	
  

 	
 211

 
	
  

 	
 to underwriters’ agreement, any
 third party designated by the

 	
  

 	
 212

 
	
  

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

 	
  

 	
 213

 
	
  

 	
 obtaining cover in respect of
 each of the insurances specified in

 	
  

 	
 214

 
	
  

 	
 sub-clause 6.1:

 	
  

 	
 215

 
	
  

 	
  (i)

 	
 on terms whereby the Managers and
 any such third party

 	
  

 	
 216

 
	
  

 	
  

 	
 are liable in respect of premiums
 or calls arising in connection

 	
  

 	
 217

 
	
  

 	
  

 	
 with the Owners’ Insurances; or

 	
  

 	
 218

 








This
document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.
Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not
clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of
discrepancies between the original BIMCO approved document and this computer
generated document.





PART II

“SHIPMAN 98” Standard Ship Management Agreement


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (ii)

 	
 if reasonably obtainable, on
 terms such that neither the

 	
  

 	
 219

 
	
  

 	
  

 	
 Managers nor any such third party
 shall be under any

 	
  

 	
 220

 
	
  

 	
  

 	
 liability in respect of premiums
 or calls arising in connection

 	
  

 	
 221

 
	
  

 	
  

 	
 with the Owners’ Insurances; or

 	
  

 	
 222

 
	
  

 	
  (iii)

 	
 on such other terms as may be
 agreed in writing. 

 	
  

 	
 223

 
	
  

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

 	
  

 	
 224

 
	
  

 	
 blank then (i)
 applies.

 	
  

 	
 225

 
	
  

 	
 6.4

 	
 written evidence is provided, to
 the reasonable satisfaction

 	
  

 	
 226

 
	
  

 	
 of the Managers, of their
 compliance with their obligations under

 	
  

 	
 227

 
	
  

 	
 Clause
 6 within a reasonable time of the
 commencement of

 	
  

 	
 228

 
	
  

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

 	
  

 	
 229

 
	
  

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

 	
  

 	
 230

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Income Collected
 and Expenses Paid on Behalf of Owners

 	
  

 	
 231

 
	
  

 	
 7.1

 	
 All moneys collected by the
 Managers under the terms of

 	
  

 	
 232

 
	
  

 	
 this Agreement (other than moneys
 payable by the Owners to

 	
  

 	
 233

 
	
  

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

 	
  

 	
 234

 
	
  

 	
 credit of the Owners in a
 separate bank account.

 	
  

 	
 235

 
	
  

 	
 7.2

 	
 Without prejudice to the provisions of Clause 9.5 hereof, Aall

 	
  

 	
 236

 
	
  

 	
 expenses incurred by the Managers
 under the terms

 	
  

 	
  

 
	
  

 	
 of this Agreement on behalf of
 the Owners (including expenses

 	
  

 	
 237

 
	
  

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

 	
  

 	
 238

 
	
  

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

 	
  

 	
 239

 
	
  

 	
 event remain payable by the
 Owners to the Managers on

 	
  

 	
 240

 
	
  

 	
 demand. For the avoidance of doubt, the Managers can make

 	
  

 	
 241

 
	
  

 	
 such demand on the Owners as well as on the Parent as

 	
  

 	
  

 
	
  

 	
 provided in Section 10.5 of the Group Management Agreement.

 	
  

 	
  

 
	
  

 	
 Furthermore and without prejudice to the generality of the

 	
  

 	
  

 
	
  

 	
 provisions of this Clause 7, the Managers shall, subject to
 being

 	
  

 	
  

 
	
  

 	
 placed in funds by the Owners or the Parent, arrange for
 the

 	
  

 	
  

 
	
  

 	
 payment of all ordinary charges incurred in connection with
 the

 	
  

 	
  

 
	
  

 	
 Management Services, including, but not limited to, any

 	
  

 	
  

 
	
  

 	
 amounts due to any governmental authority with respect to
 the

 	
  

 	
  

 
	
  

 	
 Crew, invoices for bunkers, stores, spares, provisions,
 repairs

 	
  

 	
  

 
	
  

 	
 and any other material and/or service in respect of the
 Vessel.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Management Fee

 	
  

 	
 242

 
	
  

 	
 8.1

 	
 The Owners shall pay to the Managers
 for their services

 	
  

 	
 243

 
	
  

 	
 as Managers under this Agreement an annuala daily management

 	
  

 	
 244

 
	
  

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

 	
  

 	
 245

 
	
  

 	
 monthly instalments in advance arrears, the first instalment being

 	
  

 	
 246

 
	
  

 	
 payable on the
 commencement of this Agreement (see Clause

 	
  

 	
 247

 
	
  

 	
 2 and Box 4) and subsequent
 installments being payable every 

 	
  

 	
 248

 
	
  

 	
 Month.

 	
  

 	
 249

 
	
  

 	
 8.2

 	
 The daily management fee
 shall be subject to an annual review

 	
  

 	
 250

 
	
  

 	
 on
 the anniversary date of the Agreement and the proposed

 	
  

 	
 251

 
	
  

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

 	
  

 	
 252

 
	
  

 	
 clause
 9.1.

 	
  

 	
 253

 
	
  

 	
 8.3

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

 	
  

 	
 254

 
	
  

 	
 their own office accommodation,
 office staff, facilities and

 	
  

 	
 255

 
	
  

 	
 stationery. Without limiting the
 generality of Clause 7 the Owners

 	
  

 	
 256

 
	
  

 	
 shall reimburse the Managers for
 postage and communication

 	
  

 	
 257

 
	
  

 	
 expenses, travelling expenses,
 and other out of pocket

 	
  

 	
 258

 
	
  

 	
 expenses properly incurred by the
 Managers in pursuance of

 	
  

 	
 259

 
	
  

 	
 the Management Services.

 	
  

 	
 260

 
	
  

 	
 8.4

 	
 The provisions of Section 9.4, Section 9.5 and Section 9.7
 of

 	
  

 	
 261

 
	
  

 	
 the Group Management Agreement shall be deemed as

 	
  

 	
  

 
	
  

 	
 incorporated herein mutatis mutandis.

 	
  

 	
  

 
	
  

 	
 8.5

 	
 The Managers have the right to demand the payment of any

 	
  

 	
  

 
	
  

 	
 of the management fees and expenses payable under this

 	
  

 	
  

 
	
  

 	
 Agreement either from the Parent or the Owners. Payment of

 	
  

 	
  

 
	
  

 	
 any such fees or expenses or any part thereof by either the

 	
  

 	
  

 
	
  

 	
 Parent or the Owners shall prevent the Managers from making
 a

 	
  

 	
  

 
	
  

 	
 claim on the other person for the same amount to the extent

 	
  

 	
  

 
	
  

 	
 that the same has been already paid to the Managers.

 	
  

 	
  

 
	
  

 	
 In
 the event of the appointment of the Managers being

 	
  

 	
  

 
	
  

 	
 terminated
 by the Owners or the Managers in accordance with

 	
  

 	
 262

 
	
  

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

 	
  

 	
 263

 
	
  

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

 	
  

 	
 264

 
	
  

 	
 Disposed
 of, the “management fee” payable to the Managers

 	
  

 	
 265

 
	
  

 	
 According
 to the provisions of sub-clause 8.1, shall continue to

 	
  

 	
 266

 
	
  

 	
 be
 payable for a further period of three calendar months as

 	
  

 	
 267

 
	
  

 	
 from
 the termination date. In addition, provided that the

 	
  

 	
 268

 
	
  

 	
 Managers
 provide Crew for the Vessel in accordance with sub-

 	
  

 	
 269

 







	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 clause
 -3,1:

 	
  

 	
 270

 
	
  

 	
 (i)    

 	
 the
 Owners shall continue to pay Crew Support Costs during

 	
  

 	
 271

 
	
  

 	
  

 	
 the
 said further period of three calendar months and

 	
  

 	
 272

 
	
  

 	
 (ii)    

 	
 the
 Owners shall pay an equitable proportion of any 

 	
  

 	
 273

 
	
  

 	
  

 	
 Severance
 Costs which may materialize, not exceeding

 	
  

 	
 274

 
	
  

 	
  

 	
 the
 amount stated in Box 16.

 	
  

 	
 275

 
	
  

 	
 8.5    

 	
 If
 the Owners decide to lay up the Vessel whilst this

 	
  

 	
 276

 
	
  

 	
 Agreement
 remains in force and such lay up lasts for more

 	
  

 	
 277

 
	
  

 	
 than
 three months, an appropriate reduction of the management

 	
  

 	
 278

 
	
  

 	
 fee
 for the period exceeding three months until one month

 	
  

 	
 279

 
	
  

 	
 before
 the Vessel is again put into service shall be mutually

 	
  

 	
 280

 
	
  

 	
 agreed
 between the parties.

 	
  

 	
 281

 
	
  

 	
 8.6

 	
 Unless
 otherwise agreed in writing all discounts and

 	
  

 	
 282

 
	
  

 	
 commissions
 obtained by the Managers in the course of the

 	
  

 	
 283

 
	
  

 	
 management
 of the Vessel shall be credited to the Owners.

 	
  

 	
 284

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 Budgets and
 Management of Funds

 	
  

 	
 285

 
	
  

 	
 9.1

 	
 The Owners and the Managers are aware that Costamare will

 	
  

 	
 286

 
	
  

 	
 be preparing budgets in connection with, inter alia, the

 	
  

 	
  

 
	
  

 	
 provision of the Management Services which Costamare will
 be

 	
  

 	
  

 
	
  

 	
 submitting for approval to the Parent in accordance with
 the

 	
  

 	
  

 
	
  

 	
 provisions of Article X of the Group Management Agreement.

 	
  

 	
  

 
	
  

 	
 9.2

 	
 The Managers shall present to the Owners Costamare annually a

 	
  

 	
  

 
	
  

 	
 budget for the following twelve
 months in such form as the

 	
  

 	
 287

 
	
  

 	
 Owners Costamare requires. The budget for the first year hereof is

 	
  

 	
 288

 
	
  

 	
 set
 out

 	
  

 	
  

 
	
  

 	
 in
 Annex “C” hereto. Subsequent annual bBudgets shall be

 	
  

 	
 289

 
	
  

 	
 prepared by the Managers and submitted
 to the Owners Costamare

 	
  

 	
 290

 
	
  

 	
 not

 	
  

 	
  

 
	
  

 	
 less
 than three months before the anniversary date of the

 	
  

 	
 291

 
	
  

 	
 commencement
 of later than 30 September of each calendar
 year

 	
  

 	
 292

 
	
  

 	
 during this Agreement (see Clause
 2 and Box 4).

 	
  

 	
  

 
	
  

 	
 9.32

 	
 Costamare The Owners shall
 indicate to the Managers their its

 	
  

 	
 293

 
	
  

 	
 acceptance

 	
  

 	
  

 
	
  

 	
 and approval of the annual budget
 within one month of

 	
  

 	
 294

 
	
  

 	
 presentation and in the absence
 of any such indication the

 	
  

 	
 295

 
	
  

 	
 Managers shall be entitled to
 assume that the Owners have

 	
  

 	
 296

 
	
  

 	
 accepted the proposed budget.

 	
  

 	
 297

 
	
  

 	
 9.34 Following
 the agreement of the budget, the Managers shall

 	
  

 	
 298

 
	
  

 	
 prepare
 and present to the Owners their estimate of the working

 	
  

 	
 299

 
	
  

 	
 capital
 requirement of the Vessel and the Managers shall each 

 	
  

 	
 300

 
	
  

 	
 month
 up date this estimate. Based thereon, Without
 prejudice to

 	
  

 	
 301

 
	
  

 	
 the right of the Managers to ask for funds in relation to
 the

 	
  

 	
  

 
	
  

 	
 Management Services directly from the Parent in accordance

 	
  

 	
  

 
	
  

 	
 with the relevant provisions of the Group Management

 	
  

 	
  

 
	
  

 	
 Agreement, the
 Managers shall

 	
  

 	
  

 
	
  

 	
 each month request the Owners in
 writing for the funds required

 	
  

 	
 302

 
	
  

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

 	
  

 	
 303

 
	
  

 	
 of any occasional or
 extraordinary item of expenditure, such as

 	
  

 	
 304

 
	
  

 	
 emergency repair costs,
 additional insurance premiums, bunkers

 	
  

 	
 305

 
	
  

 	
 or provisions. Such funds shall
 be received by the Managers

 	
  

 	
 306

 
	
  

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

 	
  

 	
 307

 
	
  

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

 	
  

 	
 308

 
	
  

 	
 Owners in a separate bank account in the name of the Managers

 	
  

 	
 309

 
	
  

 	
 or, if requested by the Managers, in the name of the
 Owners.

 	
  

 	
  

 
	
  

 	
 9.4    The
 Managers shall produce a comparison between

 	
  

 	
 310

 
	
  

 	
 budgeted
 and actual income and expenditure of the Vessel in

 	
  

 	
 311

 
	
  

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

 	
  

 	
 312

 
	
  

 	
 intervals
 as mutually agreed.

 	
  

 	
 313

 
	
  

 	
 9.5

 	
 Notwithstanding anything
 contained herein to the contrary,

 	
  

 	
 314

 
	
  

 	
 the Managers shall in no
 circumstances be required to use or

 	
  

 	
 315

 
	
  

 	
 commit their own funds to finance
 the provision of the

 	
  

 	
 316

 
	
  

 	
 Management Services.

 	
  

 	
 317

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 Managers’ Right
 to Sub-Contract

 	
  

 	
 318

 
	
  

 	
 Except to a Related Manager (where the Manager may

 	
  

 	
 319

 
	
  

 	
 subcontract any of their obligations hereunder, without
 need of

 	
  

 	
  

 
	
  

 	
 obtaining the Owner’s consent for doing so), Tthe
 Managers

 	
  

 	
  

 
	
  

 	
 shall not have the right to
 sub-contract any of

 	
  

 	
  

 
	
  

 	
 their obligations hereunder,
 including those mentioned in sub-

 	
  

 	
 320

 
	
  

 	
 clause 3.1, without the prior written consent
 of the Owners which

 	
  

 	
 321

 
	
  

 	
 shall not be unreasonably
 withheld and
 which shall be promptly

 	
  

 	
 322

 
	
  

 	
 responded to. In the
 event of such a sub-

 	
  

 	
  

 








This
document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.
Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not
clearly visible, the text of the original BIMCO approved document shall apply.
BIMCO assumes no responsibility for any loss, damage or expense as a result of
discrepancies between the original BIMCO approved document and this computer
generated document.








PART II 

“SHIPMAN 98” Standard Ship Management Agreement




	
  

 	
  

 	
  

 	
  

 
	
  

 	
 contract the Managers shall
 remain fully liable for the due

 	
  

 	
 323

 
	
  

 	
 performance of their obligations
 under this Agreement.

 	
  

 	
 324

 
	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 Responsibilities

 	
  

 	
 325

 
	
  

 	
  

 	
  

 	
 326

 
	
  

 	
 The parties agree that the provisions of Sections 11.1 to
 11.5

 	
  

 	
  

 
	
  

 	
  (inclusive) of the Group Management Agreement, shall apply
 to

 	
  

 	
  

 
	
  

 	
 this Agreement mutatis mutandis, save that references
 therein

 	
  

 	
  

 
	
  

 	
 to “any Shipmanagement Agreement or any Supervision

 	
  

 	
  

 
	
  

 	
 Agreement” shall be omitted and references to “Parent”,
 “any

 	
  

 	
  

 
	
  

 	
 member of the Group”, “Manager”, “any Submanager”, “a

 	
  

 	
  

 
	
  

 	
 Vessel”, “Section”, “Management Fees”, “each

 	
  

 	
  

 
	
  

 	
 Shipmanagement Agreement”, “Group” and “Article XI” shall
 be

 	
  

 	
  

 
	
  

 	
 construed as references to the Owners, the Owners, the

 	
  

 	
  

 
	
  

 	
 Managers, any submanager, the Vessel,

 	
  

 	
  

 
	
  

 	
 Clause, management fee, this Agreement, the Owners and

 	
  

 	
  

 
	
  

 	
 Clause 11, respectively, when used herein.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.1 Force Majeure - Neither the Owners nor the Managers

 	
  

 	
  

 
	
  

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

 	
  

 	
 327

 
	
  

 	
 obligations
 hereunder by reason of any cause whatsoever of

 	
  

 	
 328

 
	
  

 	
 any
 nature or kind beyond their reasonable control.

 	
  

 	
 329

 
	
  

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

 	
  

 	
 330

 
	
  

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

 	
  

 	
 331

 
	
  

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

 	
  

 	
 332

 
	
  

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

 	
  

 	
 333

 
	
  

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

 	
  

 	
 334

 
	
  

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

 	
  

 	
 335

 
	
  

 	
 performance
 of the Management Services UNLESS
 same is

 	
  

 	
 336

 
	
  

 	
 proved
 to have resulted solely from the negligence, gross

 	
  

 	
 337

 
	
  

 	
 negligence
 or wilful default of the Managers or their employees,

 	
  

 	
 338

 
	
  

 	
 or
 agents or sub-contractors employed by them in connection

 	
  

 	
 339

 
	
  

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

 	
  

 	
 340

 
	
  

 	
 or
 expense has resulted from the Managers’ personal act or

 	
  

 	
 341

 
	
  

 	
 omission
 committed with the intent to cause same or recklessly

 	
  

 	
 342

 
	
  

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

 	
  

 	
 343

 
	
  

 	
 would
 probably result) the Managers’ liability for each incident

 	
  

 	
 344

 
	
  

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

 	
  

 	
 345

 
	
  

 	
 Exceed
 a total of ten times the annual management fee payable

 	
  

 	
 346

 
	
  

 	
 hereunder.

 	
  

 	
 347

 
	
  

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

 	
  

 	
 348

 
	
  

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

 	
  

 	
 349

 
	
  

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

 	
  

 	
 350

 
	
  

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

 	
  

 	
 351

 
	
  

 	
 to
 have resulted from a failure by the Managers to discharge

 	
  

 	
 352

 
	
  

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

 	
  

 	
 353

 
	
  

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

 	
  

 	
 354

 
	
  

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

 	
  

 	
 355

 
	
  

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

 	
  

 	
 356

 
	
  

 	
 clause
 11.2, the Owners hereby undertake to keep the Managers

 	
  

 	
 357

 
	
  

 	
 and
 their employees, agents and sub-contractors indemnified

 	
  

 	
 358

 
	
  

 	
 and
 to hold them harmless against all actions, proceedings,

 	
  

 	
 359

 
	
  

 	
 claims,
 demands or liabilities whatsoever or howsoever arising

 	
  

 	
 360

 
	
  

 	
 which
 may be brought against them or incurred or suffered by

 	
  

 	
 361

 
	
  

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

 	
  

 	
 362

 
	
  

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

 	
  

 	
 363

 
	
  

 	
 damages
 and expenses (including legal costs and expenses on

 	
  

 	
 364

 
	
  

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

 	
  

 	
 365

 
	
  

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

 	
  

 	
 366

 
	
  

 	
 this
 Agreement.

 	
  

 	
 367

 
	
  

 	
 11.4 “Himalaya”
 
 It is hereby expressly agreed that no

 	
  

 	
 368

 
	
  

 	
 employee
 or agent of the Managers (including every sub-

 	
  

 	
 369

 
	
  

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

 	
  

 	
 370

 
	
  

 	
 Any
 circumstances whatsoever be under any liability whatsoever

 	
  

 	
 371

 
	
  

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

 	
  

 	
 372

 
	
  

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

 	
  

 	
 373

 
	
  

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

 	
  

 	
 374

 
	
  

 	
 with
 his employment and, without prejudice to the generality of

 	
  

 	
 375

 
	
  

 	
 the
 foregoing provisions in this Clause 11, every exemption,

 	
  

 	
 376

 
	
  

 	
 limitation,
 condition and liberty herein contained and every right,

 	
  

 	
 377

 
	
  

 	
 exemption
 from liability, defence and immunity of whatsoever

 	
  

 	
 378

 
	
  

 	
 nature
 applicable to the Managers or to which the Managers are

 	
  

 	
 379

 
	
  

 	
 entitled
 hereunder shall also be available and shall extend to

 	
  

 	
 380

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 protect
 every such employee or agent of the Managers acting

 	
  

 	
 381

 
	
  

 	
 as
 aforesaid and for the purpose of all the foregoing provisions

 	
  

 	
 382

 
	
  

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

 	
  

 	
 383

 
	
  

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

 	
  

 	
 384

 
	
  

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

 	
  

 	
 385

 
	
  

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

 	
  

 	
 386

 
	
  

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

 	
  

 	
 387

 
	
  

 	
 Agreement.

 	
  

 	
 388

 
	
  

 	
  

 	
  

 	
  

 
	
 12.

 	
 Documentation

 	
  

 	
 389

 
	
  

 	
 Where the Managers are
 providing Technical Management in

 	
  

 	
 390

 
	
  

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

 	
  

 	
 391

 
	
  

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

 	
  

 	
 392

 
	
  

 	
 upon Owners’ request,
 all documentation and records related

 	
  

 	
 393

 
	
  

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

 	
  

 	
 394

 
	
  

 	
 which the Owners
 need in order to demonstrate compliance

 	
  

 	
 395

 
	
  

 	
 with the ISM Code, the ISPS Code
 and STCW 95 or to defend a

 	
  

 	
 396

 
	
  

 	
 claim against

 	
  

 	
  

 
	
  

 	
 a third party.

 	
  

 	
 397

 
	
  

 	
  

 	
  

 	
  

 
	
 13.

 	
 General
 Administration

 	
  

 	
 398

 
	
  

 	
 13.1 Subject to the provisions of Section 4.6 of the Group

 	
  

 	
 399

 
	
  

 	
 Management Agreement, Tthe Managers shall

 	
  

 	
  

 
	
  

 	
 handle and settle all claims arising

 	
  

 	
  

 
	
  

 	
 out of the Management Services
 hereunder and keep the Owners

 	
  

 	
 400

 
	
  

 	
 informed regarding any incident
 of which the Managers become

 	
  

 	
 401

 
	
  

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

 	
  

 	
 402

 
	
  

 	
 involving

 	
  

 	
  

 
	
  

 	
 third parties.

 	
  

 	
 403

 
	
  

 	
 13.2 The Managers
 shall, as instructed by the Owners under this

 	
  

 	
 404

 
	
  

 	
 Agreement, bring

 	
  

 	
  

 
	
  

 	
 or defend actions, suits or
 proceedings in connection with matters

 	
  

 	
 405

 
	
  

 	
 entrusted to the Managers
 according to this Agreement.

 	
  

 	
 406

 
	
  

 	
 13.3 The Managers
 shall also have power to obtain legal or

 	
  

 	
 407

 
	
  

 	
 technical or other outside expert
 advice in relation to the handling

 	
  

 	
 408

 
	
  

 	
 and settlement of claims and
 disputes or all other matters

 	
  

 	
 409

 
	
  

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

 	
  

 	
 410

 
	
  

 	
 13.4 The Owners shall arrange for the provision of any

 	
  

 	
 411

 
	
  

 	
 necessary guarantee bond or other
 security.

 	
  

 	
 412

 
	
  

 	
 13.5 Any costs reasonably incurred
by the Managers in

 	
  

 	
 413

 
	
  

 	
 carrying out their obligations
 according to Clause 13 shall be

 	
  

 	
 414

 
	
  

 	
 reimbursed by the Owners.

 	
  

 	
 415

 
	
  

 	
  

 	
  

 	
  

 
	
 14.

 	
 Auditing

 	
  

 	
 416

 
	
  

 	
 The Managers shall at
 all times maintain and keep true and

 	
  

 	
 417

 
	
  

 	
 correct accounts and shall make
 the same available for inspection

 	
  

 	
 418

 
	
  

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

 	
  

 	
 419

 
	
  

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

 	
  

 	
 420

 
	
  

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

 	
  

 	
 421

 
	
  

 	
 requested, the originals where
 possible, or otherwise certified

 	
  

 	
 422

 
	
  

 	
 copies, of all such accounts and
 all documents specifically relating

 	
  

 	
 423

 
	
  

 	
 to the Vessel and her operation. For the avoidance of any
 doubt,

 	
  

 	
 424

 
	
  

 	
 this Clause is in addition to and not in substitution of
 the

 	
  

 	
  

 
	
  

 	
 relevant provisions of the Group Management Agreement.

 	
  

 	
  

 
	
 15.

 	
 Inspection of
 Vessel

 	
  

 	
 425

 
	
  

 	
 The Owners shall have
 the right at any time after giving

 	
  

 	
 426

 
	
  

 	
 reasonable notice to the Managers
 to inspect the Vessel for any

 	
  

 	
 427

 
	
  

 	
 reason they consider necessary.

 	
  

 	
 428

 
	
  

 	
  

 	
  

 	
  

 
	
 16.

 	
 Compliance with
 Laws and Regulations

 	
  

 	
 429

 
	
  

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

 	
  

 	
 430

 
	
  

 	
 might cause any breach or
 infringement of the laws and

 	
  

 	
 431

 
	
  

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

 	
  

 	
 432

 
	
  

 	
  

 	
  

 	
  

 
	
 17.

 	
 Duration of the
 Agreement

 	
  

 	
 433

 
	
  

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

 	
  

 	
 434

 
	
  

 	
 in Box 4 and shall continue until the
 date the Group Management 

 	
  

 	
 435

 
	
  

 	
 Agreement is terminated in accordance with the provisions of

 	
  

 	
  

 
	
  

 	
 
Article XIII thereof, unless this Agreement is terminated earlier

 	
  

 	
  

 
	
  

 	
 in accordance with the provision of Clause 18 hereofthe date

 	
  

 	
  

 
	
  

 	
 stated in
 Box 17.

 	
  

 	
  

 
	
  

 	
 Thereafter
 it shall continue until terminated by either party giving

 	
  

 	
 436

 
	
  

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

 	
  

 	
 437

 








This document is a computer generated SHIPMAN 98 form printed by
authority of BIMCO. Any insertion or deletion to the form must be clearly
visible. In the event of any modification made to the pre-printed text of this
document which is not clearly visible, the text of the original BIMCO approved
document shall apply. BIMCO assumes no responsibility for any loss, damage or
expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.










PART II

“SHIPMAN 98” Standard Ship Management Agreement




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

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

 	
 438

 
	
  

 	
 date
 upon which such notice was given.

 	
 439

 
	
  

 	
  

 	
  

 
	
 18.

 	
 Termination

 	
 440

 
	
  

 	
 18.1 Owners’  default

 	
 441

 
	
  

 	
 (i)

 	
 The Managers shall be
 entitled to terminate the Agreement

 	
 442

 
	
  

 	
  

 	
 with immediate effect by notice
 in writing if any moneys

 	
 443

 
	
  

 	
  

 	
 payable by the Owners under this Agreement and/or
 the

 	
 444

 
	
  

 	
  

 	
 owners
 of any associated vessel, details of which are listed

 	
 445

 
	
  

 	
  

 	
 in
 Annex “D”, shall not have been
 received in the Managers’ 

 	
 446

 
	
  

 	
  

 	
 nominated account within ten20 running Business dDays of

 	
 447

 
	
  

 	
  

 	
 receipt by

 	
  

 
	
  

 	
  

 	
 the Owners of the Managers written request or if the Vessel

 	
 448

 
	
  

 	
  

 	
 is repossessed by the Mortgagees.

 	
 449

 
	
  

 	
 (ii)

 	
 If the Owners:

 	
 450

 
	
  

 	
  

 	
  

 	
 (a)

 	
 fail to meet their obligations
 under sub-clauses 5.2

 	
 451

 
	
  

 	
  

 	
  

 	
  

 	
 and 5.3 of this Agreement for any reason
 within their

 	
 452

 
	
  

 	
  

 	
  

 	
  

 	
 control, or

 	
 453

 
	
  

 	
  

 	
  

 	
 (b)

 	
 proceed with the employment of or
 continue to employ

 	
 454

 
	
  

 	
  

 	
  

 	
  

 	
 the Vessel in the carriage of
 contraband, blockade

 	
 455

 
	
  

 	
  

 	
  

 	
  

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

 	
 456

 
	
  

 	
  

 	
  

 	
  

 	
 in the reasonable opinion of the Managers
 is unduly

 	
 457

 
	
  

 	
  

 	
  

 	
  

 	
 hazardous or improper,

 	
 458

 
	
  

 	
  

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

 	
 459

 
	
  

 	
  

 	
 requiring them to remedy it as
 soon as practically possible.

 	
 460

 
	
  

 	
  

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

 	
 461

 
	
  

 	
  

 	
 reasonable
 time20 Business Days of receipt by the Owners

 	
 462

 
	
  

 	
  

 	
 of the Managers’ written request to the satisfaction of the

 	
  

 
	
  

 	
  

 	
 Managers,
 the

 	
  

 
	
  

 	
  

 	
 Managers shall be entitled to terminate the Agreement

 	
 463

 
	
  

 	
  

 	
 with immediate effect by notice
 in writing.

 	
 464

 
	
  

 	
 18.2 Managers’ Default

 	
 465

 
	
  

 	
 If the Managers
 fail to meet their obligations under Clauses 3

 	
 466

 
	
  

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

 	
 467

 
	
  

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

 	
 468

 
	
  

 	
 default, requiring them to remedy
 it within 20
 Business Daysas

 	
 469

 
	
  

 	
 soon
 as practically

 	
  

 
	
  

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

 	
 470

 
	
  

 	
 reasonable
 timesuch period to the
 satisfaction of the Owners, the
 

 	
 471

 
	
  

 	
 Owners

 	
  

 
	
  

 	
 shall be entitled to terminate
 the Agreement with immediate effect

 	
 472

 
	
  

 	
 by notice in writing.

 	
 473

 
	
  

 	
 18.3 Extraordinary Termination

 	
 474

 
	
  

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

 	
 475

 
	
  

 	
 the sale of the Vessel or if the
 Vessel becomes a total loss or is

 	
 476

 
	
  

 	
 declared as a constructive or
 compromised or arranged total

 	
 477

 
	
  

 	
 loss or is requisitioned.

 	
 478

 
	
  

 	
 18.4 For the purpose of sub-clause
 18.3 hereof

 	
 479

 
	
  

 	
 (i)

 	
 the date upon which the Vessel is
 to be treated as having

 	
 480

 
	
  

 	
  

 	
 been sold or otherwise disposed
 of shall be the date on

 	
 481

 
	
  

 	
  

 	
 which the Owners cease to be
 registered as Owners of

 	
 482

 
	
  

 	
  

 	
 the Vessel;

 	
 483

 
	
  

 	
  (ii)

 	
 the Vessel shall not be deemed to
 be lost unless either

 	
 484

 
	
  

 	
  

 	
 she has become an actual total
 loss or agreement has

 	
 485

 
	
  

 	
  

 	
 been reached with her
 underwriters in respect of her

 	
 486

 
	
  

 	
  

 	
 constructive, compromised or
 arranged total loss or if such

 	
 487

 
	
  

 	
  

 	
 agreement with her underwriters
 is not reached it is

 	
 488

 
	
  

 	
  

 	
 adjudged by a competent tribunal
 that a constructive loss

 	
 489

 
	
  

 	
  

 	
 of the Vessel has occurred.

 	
 490

 
	
  

 	
 18.5 The parties agree that the provisions of Sections 13.4(a) to

 	
 491

 
	
  

 	
 13.4(d) (inclusive) of the Group Management Agreement,
 shall

 	
  

 
	
  

 	
 apply to this Agreement mutatis mutandis. This Agreement shall

 	
  

 
	
  

 	
 terminate
 forthwith in the event of

 	
  

 
	
  

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

 	
 492

 
	
  

 	
 dissolution,
 liquidation or bankruptcy of either party (otherwise

 	
 493

 
	
  

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

 	
 494

 
	
  

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

 	
 495

 
	
  

 	
 on
 business or makes any special arrangement or composition

 	
 496

 
	
  

 	
 with
 its creditors.

 	
 497

 
	
  

 	
 18.6 The termination of this Agreement shall be without

 	
 498

 
	
  

 	
 prejudice to all rights accrued
 due between the parties prior to

 	
 499

 
	
  

 	
 the date of termination.

 	
 500

 








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.

 	
 Law and
 Arbitration

 	
  

 	
 501

 
	
  

 	
 19.1 This Agreement and any non-contractual obligations

 	
  

 	
 502

 
	
  

 	
 connected with it shall be governed
 by and construed in

 	
  

 	
  

 
	
  

 	
 accordance with English law. All disputes arising out
 of this

 	
  

 	
 503

 
	
  

 	
 Agreement and/or any non-contractual obligations connected

 	
  

 	
  

 
	
  

 	
 with it shall be arbitrated in London in the following
 manner.

 	
  

 	
  

 
	
  

 	
 One arbitrator is to be appointed by each of the parties
 hereto

 	
  

 	
  

 
	
  

 	
 and a third by the two so chosen. Their decision or that of
 any

 	
  

 	
  

 
	
  

 	
 two of them shall be final. The arbitrators shall be
 commercial

 	
  

 	
  

 
	
  

 	
 persons, conversant with shipping matters. Such arbitration
 is

 	
  

 	
  

 
	
  

 	
 to be conducted in accordance with the London Maritime

 	
  

 	
  

 
	
  

 	
 Arbitration Association (LMAA) Terms current at the time
 when

 	
  

 	
  

 
	
  

 	
 the arbitration proceedings are commenced and in accordance

 	
  

 	
  

 
	
  

 	
 with the Arbitration Act 1996 or any statutory modification
 or re-

 	
  

 	
  

 
	
  

 	
 enactment thereof. In the event that a party hereto shall
 state a

 	
  

 	
  

 
	
  

 	
 dispute and designate an arbitrator in writing, the other
 party

 	
  

 	
  

 
	
  

 	
 shall have 20 Business Days to designate its own
 arbitrator. If

 	
  

 	
  

 
	
  

 	
 such other party fails to designate its own arbitrator within
 such

 	
  

 	
  

 
	
  

 	
 period, the arbitrator appointed by the first party can
 render an

 	
  

 	
  

 
	
  

 	
 award hereunder. Until such time as the arbitrators finally
 close

 	
  

 	
  

 
	
  

 	
 the hearings, either party shall have the right by written
 notice

 	
  

 	
  

 
	
  

 	
 served on the arbitrators and on the other party to specify

 	
  

 	
  

 
	
  

 	
 further disputes or differences under this Agreement for
 hearing

 	
  

 	
  

 
	
  

 	
 and determination. The arbitrators may grant any relief,
 and

 	
  

 	
  

 
	
  

 	
 render an award, which they or a majority of them deem just
 and

 	
  

 	
  

 
	
  

 	
 equitable and within the scope of this Agreement, including
 but

 	
  

 	
  

 
	
  

 	
 not limited to the posting of security. Awards pursuant to
 this

 	
  

 	
  

 
	
  

 	
 Clause 19.1 may include costs and judgments may be entered

 	
  

 	
  

 
	
  

 	
 upon any award made herein in any court having
 jurisdiction.

 	
  

 	
  

 
	
  

 	
 and
 any dispute arising out of or

 	
  

 	
  

 
	
  

 	
 in
 connection with this Agreement shall be referred to arbitration

 	
  

 	
 504

 
	
  

 	
 in
 London in accordance with the Arbitration Act 1996- or

 	
  

 	
 505

 
	
  

 	
 any
 statutory modification or re-enactment thereof save to

 	
  

 	
 506

 
	
  

 	
 the
 extent necessary to give effect to the provisions of this

 	
  

 	
 507

 
	
  

 	
 Clause.

 	
  

 	
 508

 
	
  

 	
 The
 arbitration shall be conducted in accordance with the

 	
  

 	
 509

 
	
  

 	
 London
 Maritime Arbitrators Association (LMAA) Terms

 	
  

 	
 510

 
	
  

 	
 current
 at the time when the arbitration proceedings are

 	
  

 	
 511

 
	
  

 	
 commenced.

 	
  

 	
 512

 
	
  

 	
 The
 reference shall be to three arbitrators. A party wishing

 	
  

 	
 513

 
	
  

 	
 to
 refer a dispute to arbitration shall appoint its arbitrator

 	
  

 	
 514

 
	
  

 	
 and
 send notice of such appointment in writing to the other

 	
  

 	
 515

 
	
  

 	
 party
 requiring the other party to appoint its own arbitrator

 	
  

 	
 516

 
	
  

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

 	
  

 	
 517

 
	
  

 	
 appoint
 its arbitrator as sole arbitrator unless the other party

 	
  

 	
 518

 
	
  

 	
 appoints
 its own arbitrator and gives notice that it has done

 	
  

 	
 519

 
	
  

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

 	
  

 	
 520

 
	
  

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

 	
  

 	
 521

 
	
  

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

 	
  

 	
 522

 
	
  

 	
 arbitration
 may, without the requirement of any further prior

 	
  

 	
 523

 
	
  

 	
 notice
 to the other party, appoint its arbitrator as sole

 	
  

 	
 524

 
	
  

 	
 arbitrator
 and shall advise the other party accordingly. The

 	
  

 	
 525

 
	
  

 	
 award
 of a sole arbitrator shall be binding on both parties

 	
  

 	
 526

 
	
  

 	
 as
 if he had been appointed by agreement.

 	
  

 	
 527

 
	
  

 	
 Nothing
 herein shall prevent the parties agreeing in writing

 	
  

 	
 528

 
	
  

 	
 to
 vary these provisions to provide for the appointment of a

 	
  

 	
 529

 
	
  

 	
 sole
 arbitrator.

 	
  

 	
 530

 
	
  

 	
 In
 cases where neither the claim nor any counterclaim

 	
  

 	
 531

 
	
  

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

 	
  

 	
 532

 
	
  

 	
 parties
 may agree) the arbitration shall be conducted in

 	
  

 	
 533

 
	
  

 	
 accordance
 with the LMAA Small Claims Procedure current

 	
  

 	
 534

 
	
  

 	
 at
 the time when the arbitration proceedings are commenced.

 	
  

 	
 535

 
	
  

 	
 19.2
 This Agreement shall be governed by and construed

 	
  

 	
 536

 
	
  

 	
 in
 accordance with Title 9 of the United States Code and

 	
  

 	
 537

 
	
  

 	
 the
 Maritime Law of the United States and any dispute

 	
  

 	
 538

 
	
  

 	
 arising
 out of or in connection with this Agreement shall be

 	
  

 	
 539

 
	
  

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

 	
  

 	
 540

 
	
  

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

 	
  

 	
 541

 
	
  

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

 	
  

 	
 542

 
	
  

 	
 final,
 and for the purposes of enforcing any award,

 	
  

 	
 543

 
	
  

 	
 judgement
 may be entered on an award by any court of

 	
  

 	
 544

 
	
  

 	
 competent
 jurisdiction. The proceedings shall be conducted

 	
  

 	
 545

 
	
  

 	
 in
 accordance with the rules of the Society of Maritime

 	
  

 	
 546

 









This document is a computer generated SHIPMAN 98 form printed by
authority of BIMCO. Any insertion or deletion to the form must be clearly
visible. In the event of any modification made to the pre-printed text of this
document which is not clearly visible, the text of the original BIMCO approved
document shall apply. BIMCO assumes no responsibility for any loss, damage or
expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.







PART II

“SHIPMAN 98” Standard Ship Management Agreement





	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Arbitrators,
 Inc.

 	
  

 	
 547

 
	
  

 	
 In
 cases where neither the claim nor any counterclaim

 	
  

 	
 548

 
	
  

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

 	
  

 	
 549

 
	
  

 	
 parties
 may agree) the arbitration shall be conducted in

 	
  

 	
 550

 
	
  

 	
 accordance
 with the Shortened Arbitration Procedure of the

 	
  

 	
 551

 
	
  

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

 	
  

 	
 552

 
	
  

 	
 the
 arbitration proceedings are commenced.

 	
  

 	
 553

 
	
  

 	
 19.3
 This Agreement shall be governed by and construed

 	
  

 	
 554

 
	
  

 	
 in
 accordance with the laws of the place mutually agreed by

 	
  

 	
 555

 
	
  

 	
 the
 parties and any dispute arising out of or in connection

 	
  

 	
 556

 
	
  

 	
 with
 this Agreement shall be referred to arbitration at a

 	
  

 	
 557

 
	
  

 	
 mutually
 agreed place, subject to the procedures applicable

 	
  

 	
 558

 
	
  

 	
 there.

 	
  

 	
 559

 
	
  

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

 	
  

 	
 560

 
	
  

 	
 clause 19.1 of this Clause shall apply.

 	
  

 	
 561

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Note: 19.1, 19.2 and 19.3 are alternatives;
 indicate

 	
  

 	
 562

 
	
  

 	
 alternative
 agreed in  Box 18.

 	
  

 	
 563

 
	
  

 	
  

 	
  

 	
  

 
	
 20.

 	
 Notices

 	
  

 	
 564

 
	
  

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

 	
  

 	
 565

 
	
  

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

 	
  

 	
 566

 
	
  

 	
 registered or recorded mail or by
 personal service.

 	
  

 	
 567

 
	
  

 	
 20.2 The address of the Parties for service of such

 	
  

 	
 568

 
	
  

 	
 communication shall be as stated
 in Boxes 19 
 and 20,

 	
  

 	
 569

 
	
  

 	
 respectively.

 	
  

 	
 570

 
	
  

 	
  

 	
  

 	
  

 








This document is a computer generated SHIPMAN 98 form printed by
authority of BIMCO. Any insertion or deletion to the form must be clearly
visible. In the event of any modification made to the pre-printed text of this
document which is not clearly visible, the text of the original BIMCO approved
document shall apply. BIMCO assumes no responsibility for any loss, damage or
expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.