EXHIBIT 10.9 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 	
  

 	
 3.

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

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name

 	
  

 	
  

 	
 Name

 	
  

 
	
  

 	
  

 	
  Costamare Shipping Company S.A.

 	
  

 	
  

 	
 Shanghai Costamare Ship Management Co. Ltd.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Place of registered office

 	
  

 	
  

 	
 Place of registered office

 	
  

 
	
  

 	
  

 	
  Panama City, Republic of Panama

 	
  

 	
  

 	
 Shanghai, P.R.C.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Law of registry

 	
  

 	
  

 	
 Law of registry

 	
  

 
	
  

 	
  

 	
  Republic of Panama

 	
  

 	
  

 	
 P.R.C.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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)

 NO

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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)

 YES

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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’ Head Managers’ 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 Head Managers) (Cl. 20)



 	
  

 	
 20.

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



 	
  

 
	
  

 	
  

 	
 Costamare Shipping Company, S.A.

 	
  

 	
  

 	
 38F Sino Life Tower

 	
  

 
	
  

 	
  

 	
 60 Zephyrou Street & Syngrou Avenue

 	
  

 	
  

 	
 707 Zhangyang Rd.

 	
  

 
	
  

 	
  

 	
 Athens, Greece

 	
  

 	
  

 	
 Pudong New District

 	
  

 
	
  

 	
  

 	
 Telefax: + 30 210 940 9051

 	
  

 	
  

 	
 Shanghai, P.R.C. 200122

 	
  

 
	
  

 	
  

 	
 Attention: Chief Executive Officer

 	
  

 	
  

 	
 Telefax: +86 21 58359320
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’ Head Managers)

 	
  

 	
 Signature(s) (Managers Sub-managers)

 	
  

 
	
  

 	
  

 	
  COSTAMARE SHIPPING COMPANY S.A.

 	
  

 	
  

 	
 SHANGHAI COSTAMARE SHIP MANAGEMENT CO. LTD.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



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.






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

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 
	
 ______

 	
  

 	
 ______

 	
  

 	
 ______

 



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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  “OwnersHead Managers” means the party identified in Box 2.
 	
  

 	
   5

 
	
  

 	
  “ManagersSub-managers” means the party identified in Box 3.

 	
  

 	
   6

 
	
  

 	
  “Owners” means [insert name of relevant
 subsidiary] of [] and

 	
  

 	
   7

 
	
  

 	
 includes its successors in title.

 	
  

 	
  

 
	
  

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

 	
  

 	
  

 
	
  

 	
 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 Sub-manager” shall have the
 meaning as ascribed

 	
  

 	
 19

 
	
  

 	
 thereto 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 and includes its successors in title.

 	
  

 	
  

 
	
  

 	
  “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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Head Management Agreement” means the “Shipman 98” form 

 	
  

 	
  

 
	
  

 	
 shipmanagement agreement dated [ ] 2010 made between the

 	
  

 	
  

 
	
  

 	
 Owners and the Head Managers in respect of the management

 	
  

 	
  

 
	
  

 	
 of the Vessel by the Head Managers.

 	
  

 	
  

 
	
 2.

 	
 Appointment of MSub-managers

 	
  

 	
 36

 
	
  

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

 	
  

 	
 37

 
	
  

 	
 unless and until terminated
 provided herein, the OwnersHead

 	
  

 	
 38

 
	
  

 	
 Managers

 	
  

 	
  

 
	
  

 	
 hereby appoint the Managers Sub-managers and the Managers

 	
  

 	
 39

 
	
  

 	
 Sub-managers hereby
 agree

 	
  

 	
  

 








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 to act as the Managers Sub-managers
 of the Vessel.

 	
  

 	
 40

 
	
  

 	
 The Sub-managers hereby acknowledge that they are aware
 that

 	
  

 	
  

 
	
  

 	
 the Head Managers have been appointed as the managers of
 the

 	
  

 	
  

 
	
  

 	
 Vessel pursuant to the Head Management Agreement.

 	
  

 	
  

 
	
  

 	
 The Sub-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 Sub-managers
 shall carry

 	
  

 	
 43

 
	
  

 	
 out

 	
  

 	
  

 
	
  

 	
 Management Services in respect of
 the Vessel as agents for

 	
  

 	
 44

 
	
  

 	
 and on behalf of the OwnersHead Managers. Subject to
 Section 4.6

 	
  

 	
 45

 
	
  

 	
 of the Group Management Agreement, Tthe 

 	
  

 	
  

 
	
  

 	
 ManagersSub-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 ManagersSub-managers shall
 provide suitably qualified Crew

 	
  

 	
 52

 
	
  

 	
 for the Vessel

 	
  

 	
  

 
	
  

 	
 as required by the Owners Head Managers
 in accordance with the

 	
  

 	
 53

 
	
  

 	
 STCW 95

 	
  

 	
  

 
	
  

 	
 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’Head Managers’ drug and alcohol

 	
  

 	
 79

 
	
  

 	
 policy unless

 	
  

 	
  

 
	
  

 	
  

 	
 otherwise agreed in writing.

 	
  

 	
 80

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.2 Technical
 Management

 	
  

 	
 81

 
	
  

 	
  (only
 applicable if agreed according to Box 6)

 	
  

 	
 82

 
	
  

 	
 The ManagersSub-managers shall
 provide technical management

 	
  

 	
 83

 
	
  

 	
 which

 	
  

 	
  

 
	
  

 	
 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 OwnersHead Managers
 provided that the

 	
  

 	
 89

 











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



	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ManagersSub-managers shall

 	
  

 	
  

 
	
   

 	
  

 	
 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

 
	
  

 	
  

 	
 ManagersSub-managers may consider from time to time to be

 	
  

 	
   98

 
	
  

 	
  

 	
 necessary;

 	
  

 	
  

 
	
  

 	
  (v)

 	
 development, implementation and
 maintenance of a Safety

 	
  

 	
   99

 
	
  

 	
  

 	
 Management System (SMS) in
 accordance with the ISM

 	
  

 	
 100

 
	
  

 	
  

 	
 Code (see sub-clauses 4.2 and 5.3) 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) providing the Head Managers with a copy of any

 	
  

 	
  

 
	
  

 	
  

 	
 inspection report, survey, valuation or any other similar

 	
  

 	
  

 
	
  

 	
  

 	
 report prepared by any shipbrokers, surveyors, the Class

 	
  

 	
  

 
	
  

 	
  

 	
 etc.. 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.3

 	
 Commercial
 Management

 	
  

 	
 102

 
	
  

 	
 (only applicable if agreed according to Box 7)

 	
  

 	
 103

 
	
  

 	
 The ManagersSub-managers shall
 provide the commercial

 	
  

 	
 104

 
	
  

 	
 operation
 of the

 	
  

 	
  

 
	
  

 	
 Vessel, as required by the OwnersHead Managers, which includes,

 	
  

 	
 105

 
	
  

 	
 but
 is not

 	
  

 	
  

 
	
  

 	
 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 ManagersHead Managers shall
 arrange insurances in

 	
  

 	
 129

 
	
  

 	
 accordance with

 	
  

 	
  

 
	
  

 	
 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

 	
  

 	
  

 
	
  

 	
 Sub-managers shall:

 	
  

 	
  

 
	
  

 	
  (i)

 	
 establish an accounting system
 which meets the

 	
  

 	
 136

 
	
  

 	
  

 	
 requirements of the OwnersHead Managers
and provide regular

 	
  

 	
 137

 
	
  

 	
  

 	
 accounting

 	
  

 	
  

 
	
  

 	
  

 	
 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 ManagersSub-managers shall, in
 accordance with the Owners’

 	
  

 	
 144

 
	
  

 	
 Head Managers’
instructions,

 	
  

 	
  

 
	
  

 	
 supervise
 the sale or purchaseattend 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 ManagersSub-managers shall
 arrange for the supply of

 	
  

 	
 149

 
	
  

 	
 provisions.

 	
  

 	
  

 
	
  

 	
 3.8

 	
 Bunkering (only applicable if
 agreed according to Box 12)

 	
  

 	
 150

 
	
  

 	
 The ManagersSub-managers shall
 arrange for the provision of

 	
  

 	
 151

 
	
  

 	
 bunker fuel of the

 	
  

 	
  

 
	
  

 	
 quality specified by the OwnersHead Managers
 as required for the

 	
  

 	
 152

 
	
  

 	
 Vessel’s trade.

 	
  

 	
  

 
	
 4.

 	
 Managers’Sub-managers’ Obligations

 	
  

 	
 153

 
	
  

 	
 4.1

 	
 The ManagersSub-managers undertake
 to use their best

 	
  

 	
 154

 
	
  

 	
 endeavours
 commercially reasonable efforts to

 	
  

 	
  

 
	
  

 	
 provide the agreed Management
 Services as agents for and on

 	
  

 	
 155

 
	
  

 	
 behalf of the OwnersHead Managers
 in accordance with sound ship

 	
  

 	
 156

 
	
  

 	
 management

 	
  

 	
  

 
	
  

 	
 practice and to protect and
 promote the interests of the Owners

 	
  

 	
 157

 
	
  

 	
 Head Managers in

 	
  

 	
  

 
	
  

 	
 all matters relating to the
 provision of services hereunder.

 	
  

 	
 158

 
	
  

 	
 Provided, however, that the ManagersSub-managers
 in the

 	
  

 	
 159

 
	
  

 	
 performance of their

 	
  

 	
  

 
	
  

 	
 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 ManagersSub-managers shall be
 entitled to allocate available

 	
  

 	
 164

 
	
  

 	
 supplies,

 	
  

 	
  

 
	
  

 	
 manpower and services in such
 manner as in the prevailing

 	
  

 	
 165

 
	
  

 	
 circumstances the ManagersSub-managers
 in their absolute

 	
  

 	
 166

 
	
  

 	
 discretion consider

 	
  

 	
  

 
	
  

 	
 to be fair and reasonable.

 	
  

 	
 167

 
	
  

 	
 4.2

 	
 Where the ManagersSub-managers are
 providing Technical

 	
  

 	
 168

 
	
  

 	
 Management

 	
  

 	
  

 
	
  

 	
 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 Sub-managers

 	
  

 	
  

 
	
  

 	
 shall act in accordance with the reasonable policies,
 guidelines

 	
  

 	
  

 
	
  

 	
 and instructions from time to time communicated to it in
 writing

 	
  

 	
  

 
	
  

 	
 by the Managers.

 	
  

 	
  

 
	
  

 	
 4.4

 	
 During this Agreement, the Sub-managers shall promote the

 	
  

 	
  

 
	
  

 	
 business of the Head Managers in accordance with the

 	
  

 	
  

 
	
  

 	
 directions of the authorized representative or, as the case
 may

 	
  

 	
  

 
	
  

 	
 be, representatives of the Head managers 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, representative.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Owners’ Head Managers’ Obligations

 	
  

 	
 175

 
	
  

 	
 5.1

 	
 The OwnersHead Managers shall pay
 all sums due to the

 	
  

 	
 176

 
	
  

 	
 ManagersSub-managers punctually

 	
  

 	
  

 
	
  

 	
 in accordance with the terms of
 this Agreement.

 	
  

 	
 177

 
	
  

 	
 5.2

 	
 Where the ManagersSub-managers are
 providing Technical

 	
  

 	
 178

 
	
  

 	
 Management

 	
  

 	
  

 
	
  

 	
 in accordance with sub-clause 3.2, the OwnersHead Managers

 	
  

 	
 179

 
	
  

 	
 shall procure that the Owners shall:

 	
  

 	
  

 
	
  

 	
  (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

 










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




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 of the ManagersSub-managers
 in connection with the operation

 	
  

 	
 183

 
	
  

 	
  

 	
 of the

 	
  

 	
  

 
	
  

 	
  

 	
 Managers’
 Sub-managers’ safety management system.

 	
  

 	
 184

 
	
  

 	
 5.3 Where the ManagersSub-managers are not
 providing Technical

 	
  

 	
 185

 
	
  

 	
 Management

 	
  

 	
  

 
	
  

 	
 in accordance with sub-clause 3.2, the OwnersHead
 Managers

 	
  

 	
 186

 
	
  

 	
 shall procure that the Owners shall procure that

 	
  

 	
  

 
	
  

 	
 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 ManagersSub-managers, shall be deemed to

 	
  

 	
 189

 
	
  

 	
 be the

 	
  

 	
  

 
	
  

 	
 “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 OwnersHead
 Managers shall procure, whether by instructing

 	
  

 	
 194

 
	
  

 	
 the
 Managers

 	
  

 	
  

 
	
  

 	
 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 ManagersSub-managers

 	
  

 	
 211

 
	
  

 	
 and, subject

 	
  

 	
  

 
	
  

 	
 to underwriters’ agreement, any
 third party designated by the

 	
  

 	
 212

 
	
  

 	
 ManagersSub-managers as a joint assured, with full cover, with the

 	
  

 	
 213

 
	
  

 	
 Owners

 	
  

 	
  

 
	
  

 	
 obtaining cover in respect of
 each of the insurances specified in

 	
  

 	
 214

 
	
  

 	
 sub-clause 6.1:

 	
  

 	
 215

 
	
  

 	
  (i)

 	
 on terms whereby the ManagersSub-managers and any such

 	
  

 	
 216

 
	
  

 	
        third party

 	
  

 	
  

 
	
  

 	
  

 	
 are liable in respect of premiums
 or calls arising in connection

 	
  

 	
 217

 
	
  

 	
  

 	
 with the Owners’ Insurances; or

 	
  

 	
 218

 
	
  

 	
  (ii)

 	
 if reasonably obtainable, on
 terms such that neither the

 	
  

 	
 219

 
	
  

 	
  

 	
 ManagersSub-managers nor any such third party shall be under

 	
  

 	
 220

 
	
  

 	
  

 	
 any

 	
  

 	
  

 
	
  

 	
  

 	
 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 ManagersSub-managers,
 of their compliance with their

 	
  

 	
 227

 
	
  

 	
 obligations under

 	
  

 	
  

 
	
  

 	
 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

 
	
 Clause 7 has been intentionally blank

 	
  

 	
  

 
	
  

 	
 7.1 All moneys collected by the Managers under the terms of

 	
  

 	
 232

 
	
  

 	
 this
 Agreement (other than moneys payable by the Owners to

 	
  

 	
 233

 
	
  

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

 	
  

 	
 234

 
	
  

 	
 credit of the Owners in a separate bank account.

 	
  

 	
 235

 
	
  

 	
 7.2 All expenses incurred by the Managers under the terms

 	
  

 	
 236

 








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 of
 this Agreement on behalf of the Owners (including expenses

 	
  

 	
 237

 
	
  

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

 	
  

 	
 238

 
	
  

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

 	
  

 	
 239

 
	
  

 	
 event
 remain payable by the Owners to the Managers on

 	
  

 	
 240

 
	
  

 	
 demand.

 	
  

 	
 241

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Management Fee

 	
  

 	
 242

 
	
  

 	
 8.1 

 	
 The OwnersHead
 Managers shall pay to the ManagersSub-

 	
  

 	
 243

 
	
  

 	
 managers for their services

 	
  

 	
  

 
	
  

 	
 as Managersmanagers
 under this Agreement an annual a daily

 	
  

 	
 244

 
	
  

 	
 management

 	
  

 	
  

 
	
  

 	
 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 ManagersSub-managers
 shall, at no extra cost to the Owners

 	
  

 	
 254

 
	
  

 	
  Head Managers, provide

 	
  

 	
  

 
	
  

 	
 their own office accommodation,
 office staff, facilities and

 	
  

 	
 255

 
	
  

 	
 stationery. Without limiting the generality of Clause 7 tThe 

 	
  

 	
 256

 
	
  

 	
 OwnersHead Managers

 	
  

 	
  

 
	
  

 	
 shall reimburse the ManagersSub-managers for postage and

 	
  

 	
 257

 
	
  

 	
 communication

 	
  

 	
  

 
	
  

 	
 expenses, travelling expenses,
 and other out of pocket

 	
  

 	
 258

 
	
  

 	
 expenses properly incurred by the
 ManagersSub-managers in

 	
  

 	
 259

 
	
  

 	
 pursuance of

 	
  

 	
  

 
	
  

 	
 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 Sub-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 Head Managers.

 	
  

 	
  

 
	
  

 	
 Payment of any such fees or
 expenses or any part thereof by

 	
  

 	
  

 
	
  

 	
 either the Parent or the Head
 Managers shall prevent the Sub-

 	
  

 	
  

 
	
  

 	
 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

 	
  

 	
  

 
	
  

 	
 Sub-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 Head Managers and the
 Sub-managers are aware that

 	
  

 	
 286

 
	
  

 	
 the Head Managers will be
 preparing budgets in connection

 	
  

 	
  

 
	
  

 	
 with, inter alia, the provision
 of the Management Services which

 	
  

 	
  

 
	
  

 	
 the Head Managers will be
 submitting for approval to the Parent

 	
  

 	
  

 










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



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 in accordance with the provisions of Article X of the Group

 	
  

 	
  

 
	
  

 	
 Management Agreement.

 	
  

 	
  

 
	
  

 	
 9.2 The Managers Sub-managers
 shall present to the Ownersthe

 	
  

 	
  

 
	
  

 	
 Head Managers annually
 a

 	
  

 	
  

 
	
  

 	
 budget for the following twelve
 months in such form as  the

 	
  

 	
 287

 
	
  

 	
 OwnersHead Managers  require. The budget for the first year

 	
  

 	
 288

 
	
  

 	
 hereof
 is set out

 	
  

 	
  

 
	
  

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

 	
  

 	
 289

 
	
  

 	
 prepared by the ManagersSub-managers
 and submitted to the

 	
  

 	
 290

 
	
  

 	
 Ownersthe Head Managers not

 	
  

 	
  

 
	
  

 	
 less
 than three months before the anniversary date of the

 	
  

 	
 291

 
	
  

 	
 commencement
 of later than 30 September of each calendar year

 	
  

 	
 292

 
	
  

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

 	
  

 	
  

 
	
  

 	
 9.32 The Head Managers The Owners shall
 indicate to the

 	
  

 	
 293

 
	
  

 	
 ManagersSub-managers their
 acceptance

 	
  

 	
  

 
	
  

 	
 and approval of the annual budget
 within one month of

 	
  

 	
 294

 
	
  

 	
 presentation and in the absence
 of any such indication the

 	
  

 	
 295

 
	
  

 	
 ManagersSub-managers shall be
 entitled to assume that the

 	
  

 	
 296

 
	
  

 	
 OwnersHead Managers have

 	
  

 	
  

 
	
  

 	
 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 Sub-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 ManagersSub-managers shall

 	
  

 	
  

 
	
  

 	
 each month request the OwnersHead Managers
 in writing for the

 	
  

 	
 302

 
	
  

 	
 funds required

 	
  

 	
  

 
	
  

 	
 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 ManagersSub-

 	
  

 	
 306

 
	
  

 	
 managers

 	
  

 	
  

 
	
  

 	
 within ten running days after the
 receipt by the OwnersHead

 	
  

 	
 307

 
	
  

 	
 Managers of the

 	
  

 	
  

 
	
  

 	
 Managers’Sub-managers’ written request and shall be held to the

 	
  

 	
 308

 
	
  

 	
 credit
 of the

 	
  

 	
  

 
	
  

 	
 Owners
  in a separate bank account in the name of the Sub-

 	
  

 	
 309

 
	
  

 	
 managers or, if requested by the Sub-managers, in the name
 of

 	
  

 	
  

 
	
  

 	
 the Owners or the Head Managers.

 	
  

 	
  

 
	
  

 	
 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 ManagersSub-managers shall in no
 circumstances be required

 	
  

 	
 315

 
	
  

 	
 to use or

 	
  

 	
  

 
	
  

 	
 commit their own funds to finance
 the provision of the

 	
  

 	
 316

 
	
  

 	
 Management Services.

 	
  

 	
 317

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 Managers’Sub-managers’ Right to Sub-Contract

 	
  

 	
 318

 
	
  

 	
 Except to a Related Manager (where the Sub-manager may

 	
  

 	
 319

 
	
  

 	
 subcontract any of their obligations hereunder, without
 need of

 	
  

 	
  

 
	
  

 	
 obtaining the Head Manager’s consent for doing so),  Tthe

 	
  

 	
  

 
	
  

 	
 ManagersSub-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 OwnersHead

 	
  

 	
 321

 
	
  

 	
 Managers which

 	
  

 	
  

 
	
  

 	
 shall not be unreasonably
 withheld and
 which shall be promptly

 	
  

 	
 322

 
	
  

 	
 responded to. In the
 event of such a sub-

 	
  

 	
  

 
	
  

 	
 contract the ManagersSub-managers shall
 remain fully liable for the

 	
  

 	
 323

 
	
  

 	
 due

 	
  

 	
  

 
	
  

 	
 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 Head Managers, the Head

 	
  

 	
  

 
	
  

 	
 Managers, the Sub-managers, any submanager, the Vessel,

 	
  

 	
  

 
	
  

 	
 Clause, management fee, this Agreement, the Head Managers 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

 
	
  

 	
 lose
 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

 








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



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Agreement.

 	
  

 	
 388

 
	
  

 	
  

 	
  

 	
  

 
	
 12.

 	
 Documentation

 	
  

 	
 389

 
	
  

 	
 Where the ManagersSub-managers are
 providing Technical

 	
  

 	
 390

 
	
  

 	
 Management in

 	
  

 	
  

 
	
  

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

 	
  

 	
 391

 
	
  

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

 	
  

 	
 392

 
	
  

 	
 upon OwnersHead Managers’ request,
 all documentation and

 	
  

 	
 393

 
	
  

 	
 records related

 	
  

 	
  

 
	
  

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

 	
  

 	
 394

 
	
  

 	
 which the OwnersHead Managers or the Owners
 need in order to

 	
  

 	
 395

 
	
  

 	
 demonstrate compliance

 	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
 3.1 Subject to the provisions of Section 4.6 of the Group

 	
  

 	
 399

 
	
  

 	
 Management Agreement, Tthe ManagersSub-managers
 shall

 	
  

 	
  

 
	
  

 	
 handle and settle all claims arising

 	
  

 	
  

 
	
  

 	
 out of the Management Services
 hereunder and keep the Owners

 	
  

 	
 400

 
	
  

 	
 Head Managers

 	
  

 	
  

 
	
  

 	
 informed regarding any incident
 of which the ManagersSub-

 	
  

 	
 401

 
	
  

 	
 managers become

 	
  

 	
  

 
	
  

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

 	
  

 	
 402

 
	
  

 	
 involving

 	
  

 	
  

 
	
  

 	
 third parties.

 	
  

 	
 403

 
	
  

 	
 13.2 The ManagersSub-managers
 shall, as instructed by the

 	
  

 	
 404

 
	
  

 	
 OwnersHead Managers under this Agreement, bring

 	
  

 	
  

 
	
  

 	
 or defend actions, suits or
 proceedings in connection with matters

 	
  

 	
 405

 
	
  

 	
 entrusted to the ManagersSub-managers
 according to this

 	
  

 	
 406

 
	
  

 	
 Agreement.

 	
  

 	
  

 
	
  

 	
 13.3 The ManagersSub-managers
 shall also have power to obtain

 	
  

 	
 407

 
	
  

 	
 legal or

 	
  

 	
  

 
	
  

 	
 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 or the
 Head Managers in

 	
  

 	
 410

 
	
  

 	
 respect of the Vessel.

 	
  

 	
  

 
	
  

 	
 13.4 The OwnersHead Managers
 shall procure
 that the Owners

 	
  

 	
 411

 
	
  

 	
 arrange for the provision of any

 	
  

 	
  

 
	
  

 	
 necessary guarantee bond or other
 security.

 	
  

 	
 412

 
	
  

 	
 13.5 Any costs reasonably
 incurred by the ManagersSub-managers

 	
  

 	
 413

 
	
  

 	
 in

 	
  

 	
  

 
	
  

 	
 carrying out their obligations
 according to Clause 13 shall be

 	
  

 	
 414

 
	
  

 	
 reimbursed by the OwnersHead Managers.

 	
  

 	
 415

 
	
  

 	
  

 	
  

 	
  

 
	
 14.

 	
 Auditing

 	
  

 	
 416

 
	
  

 	
 The ManagersSub-managers shall at
 all times maintain and keep

 	
  

 	
 417

 
	
  

 	
 true and

 	
  

 	
  

 
	
  

 	
 correct accounts and shall make
 the same available for inspection

 	
  

 	
 418

 
	
  

 	
 and auditing by the OwnersHead Managers
 at such times as may

 	
  

 	
 419

 
	
  

 	
 be mutually

 	
  

 	
  

 
	
  

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

 	
  

 	
 420

 
	
  

 	
 Agreement, the ManagersSub-managers
 shall release to the

 	
  

 	
 421

 
	
  

 	
 OwnersHead Managers, if so

 	
  

 	
  

 
	
  

 	
 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 OwnersHead Managers shall have
 the right at any time after

 	
  

 	
 426

 
	
  

 	
 giving

 	
  

 	
  

 
	
  

 	
 reasonable notice to the ManagersSub-managers
 to inspect the

 	
  

 	
 427

 
	
  

 	
 Vessel for any

 	
  

 	
  

 
	
  

 	
 reason they consider necessary.

 	
  

 	
 428

 
	
  

 	
  

 	
  

 	
  

 
	
 16.

 	
 Compliance with
 Laws and Regulations

 	
  

 	
 429

 
	
  

 	
 The ManagersSub-managers will not do
 or permit to be done

 	
  

 	
 430

 
	
  

 	
 anything which

 	
  

 	
  

 
	
  

 	
 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 earlier of (i) the
 date the

 	
 435

 
	
  

 	
 Group Management Agreement is terminated in accordance

 	
  

 
	
  

 	
 with the provisions of Article XIII thereof and (ii) the
 Head

 	
  

 
	
  

 	
 Management Agreement is terminated in accordance with its

 	
  

 
	
  

 	
 terms, 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

 
	
  

 	
 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’Head Managers’ default

 	
 441

 
	
  

 	
 (i)

 	
 The ManagersSub-managers shall be
 entitled to terminate the

 	
 442

 
	
  

 	
  

 	
 Agreement

 	
  

 
	
  

 	
  

 	
 with immediate effect by notice
 in writing if any moneys

 	
 443

 
	
  

 	
  

 	
 payable by the OwnersHead
 Managers under this Agreement

 	
 444

 
	
  

 	
  

 	
 and/or
 the

 	
  

 
	
  

 	
  

 	
 owners
 of any associated vessel, details of which are listed

 	
 445

 
	
  

 	
  

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

 	
 446

 
	
  

 	
  

 	
 managers’

 	
  

 
	
  

 	
  

 	
 nominated account within ten20 running Business dDays of

 	
 447

 
	
  

 	
  

 	
 receipt by

 	
  

 
	
  

 	
  

 	
 the OwnersHead Managers of
 the ManagersSub-managers

 	
 448

 
	
  

 	
  

 	
 written request or if the Vessel

 	
  

 
	
  

 	
  

 	
 is repossessed by the Mortgagees.

 	
 449

 
	
  

 	
 (ii)

 	
 If the Owner Head sManagers:

 	
 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 ManagersSub-managers
 is

 	
 457

 
	
  

 	
  

 	
  

 	
  

 	
 unduly

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 hazardous or improper,

 	
 458

 
	
  

 	
  

 	
 the ManagersSub-managers may give
 notice of the default to

 	
 459

 
	
  

 	
  

 	
 the OwnersHead Managers,

 	
  

 
	
  

 	
  

 	
 requiring them to remedy it as
 soon as practically possible.

 	
 460

 
	
  

 	
  

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

 	
 461

 
	
  

 	
  

 	
 reasonable
 time 20 Business Days of receipt by the Head

 	
 462

 
	
  

 	
  

 	
 Managers of the Sub-managers’ written request to the

 	
  

 
	
  

 	
  

 	
 satisfaction of the ManagersSub-managers,
 the

 	
  

 
	
  

 	
  

 	
 ManagersSub-managers shall be entitled to terminate the

 	
 463

 
	
  

 	
  

 	
 Agreement

 	
  

 
	
  

 	
  

 	
 with immediate effect by notice
 in writing.

 	
 464

 
	
  

 
	
  

 	
 18.2 Managers’Sub-managers’ Default

 	
 465

 
	
  

 	
 If the ManagersSub-managers
 fail to meet their obligations under

 	
 466

 
	
  

 	
 Clauses 3

 	
  

 
	
  

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

 	
 467

 
	
  

 	
 ManagersSub-managers, the OwnersHead Managers
 may give

 	
 468

 
	
  

 	
 notice to the ManagersSub-managers of the

 	
  

 
	
  

 	
 default, requiring them to remedy
 it within 20
 Business Daysas

 	
 469

 
	
  

 	
 soon
 as practically

 	
  

 
	
  

 	
 possible. In the event that the ManagersSub-managers fail to

 	
 470

 
	
  

 	
 remedy it within a

 	
  

 
	
  

 	
 reasonable timesuch period to the
 satisfaction of the OwnersHead

 	
 471

 
	
  

 	
 Managers, the OwnersManagers

 	
  

 
	
  

 	
 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

 








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




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 chall 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 solo 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 advice 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

 
	
  

 	
 Arbitrators,
 Inc.

 	
  

 	
 547

 
	
  

 	
 In
 cases where neither the claim nor any counterclaim

 	
  

 	
 548

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 21.

 	
 Co-operation

 	
  

 	
  

 
	
  

 	
 The Head Managers shall cooperate and join their resources

 	
  

 	
  

 
	
  

 	
 with the Sub-managers in order for the Sub-managers to
 obtain

 	
  

 	
  

 
	
  

 	
 favourable prices for major supplies for the Vessel, e.g.

 	
  

 	
  

 
	
  

 	
 lubricants.

 	
  

 	
  

 








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.