EX-4.11






Exhibit 4.11









 









 





PART II

“SHIPMAN 98” STANDARD SHIP MANAGEMENT AGREEMENT





	1.	 	DEFINITIONS
	 
	 	 	In this Agreement save where the context otherwise requires, the following words and
expressions shall have the meanings hereby assigned to them.
	 
	 	 	“Owners” means the party identified in Box 2.
	 
	 	 	“Managers” means the party identified in Box 3.
	 
	 	 	“Interim Managers” means Cardiff Marino Inc. of Liberia, which through its main shipping
office will act severally on behalf of the Owners.
	 
	 	 	“Vessel” means the vessel or vessels details of which are set out in Annex “A” attached
hereto.
	 
	 	 	“Crew” means the Master, officers and ratings of the numbers, rank and nationality
specified in Annex “B” attached hereto.
	 
	 	 	“Crew Support Costs” means all expenses of a general nature which are not particularly
referable to any individual vessel for the time being managed by the Managers and which are
incurred by the Managers for the purpose of providing an efficient and economic management
service and, without prejudice to the generality of the foregoing, shall include the cost
of crew standby pay, training schemes for officers and ratings, cadet training schemes,
sick pay, study pay, recruitment and interviews.
	 
	 	 	“Severance Costs” means the costs which the employers are legally obliged to pay to or in
respect of the Crew as a result of the early termination of any employment contract for
service on the Vessel.
	 
	 	 	“Crew Insurances” means insurances against crew risks which shall include but not be
limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss
of personal effects.
	 
	 	 	“Management Services” means the services specified in sub-clauses 3.1 to 3.8 as indicated
affirmatively in Boxes 5 to 12.
	 
	 	 	“ISM Code” means the International Management Code for the Safe Operation of Ships and for
Pollution Prevention as adopted by the International Maritime Organisation (IMO) by
resolution A.741(18) or any subsequent amendment thereto.
	 
	 	 	“STCW 95” means the International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.
	 
	2.	 	APPOINTMENT OF MANAGERS
	 
	 	 	With effect from the day and year stated in Box 4 and continuing unless and until
terminated as provided herein, the Owners hereby appoint the Managers and the Managers
hereby agree to act as the Managers of the Vessel.
	 
	3.	 	BASIS OF AGREEMENT
	 
	 	 	Subject to the terms and conditions herein provided, during the period of this Agreement,
the Managers shall carry out Management Services in respect of the Vessel as agents for and
on behalf of the Owners. The Managers shall have authority to take such actions as they may
from time to time in their absolute discretion consider to be necessary to enable them to
perform this Agreement in
accordance with sound ship management practice.




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	 	3.1	 	Crew Management (only applicable if agreed according to Box 5)
	 
	 	 	 	The Managers shall provide suitably qualified Crew for the Vessel as required by the Owners
in accordance with the STCW 95 requirements, provision of which includes but is not limited
to the following functions:






	 	(i)	 	selecting and engaging the Vessel’s Crew, including payroll arrangements,
pension administration, and insurances for the Crew other than those mentioned in
Clause 6;
	 
	 	(ii)	 	ensuring that the applicable requirements of the law of the flag of the Vessel
are satisfied in respect of manning levels, rank, qualification and certification of
the Crew and employment regulations including Crew’s tax, social insurance, discipline
and other requirements;
	 
	 	(iii)	 	ensuring that all members of the Crew have passed a medical examination with a
qualified doctor certifying that they are fit for the duties for which they are engaged
and are in possession of valid medical certificates issued in accordance with
appropriate flag State requirements. In the absence of applicable flag State
requirements the medical certificate shall be dated not more than three months prior to
the respective Crew members leaving their country of domicile and maintained for the
duration of their service on board the Vessel.
	 
	 	(iv)	 	ensuring that the Crew shall have a command of the English language of a
sufficient standard to enable them to perform their duties safely;
	 
	 	(v)	 	arranging transportation of the Crew, including repatriation;
	 
	 	(vi)	 	training of the Crew and supervising their efficiency;
	 
	 	(vii)	 	conducting union negotiations;
	 
	 	(viii)	 	operating the Managers’ drug and alcohol policy unless otherwise agreed.






	3.2	 	Technical Management (only applicable if agreed according to Box 6)
	 
	 	 	The Managers shall provide technical management which includes, but is not limited to, the
following functions:






	 	(i)	 	provision of competent personnel to supervise the maintenance and general
efficiency of the Vessel;
	 
	 	(ii)	 	arrangement and supervision of dry docking, repairs, alterations and the
upkeep of the Vessel to the standards required by the Owners provided that the
Managers shall be entitled to incur the necessary expenditure to ensure that the
Vessel will comply with the law of the flag of the Vessel and of the places where she
trades, and all requirements and recommendations of the classification society;
	 
	 	(iii)	 	arrangement and supervision of dry docking and special surveys subject to the
Owners approval with respect to costs involved and timing. The Owners maintain the
right to decide which party will assume the responsibility of the dry-dockings and
special surveys;
	 
	 	(iii)	 	arrangement of the supply of necessary stores, spares and lubricating oil;
	 
	 	(iv)	 	appointment of surveyors and technical consultants as the Managers may
consider from time to time to be necessary;
	 
	 	(v)	 	development, implementation and maintenance of a Safety Management System
(SMS) in accordance with the ISM Code (see sub-clauses 4.2 and 5.3).




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	 	3.3	 	Commercial Management (only applicable if agreed according to Box 7)
	 
	 	 	 	Please see Addendum 1
	 
	 	 	 	The Managers shall provide the commercial operation of post fixture and freight collection
services to the Vessel, as required by the Owners and defined in the Commercial Management
Agreement, which includes, but is not limited to, the following
functions:






	 	(i)	 	providing chartering services in accordance with the Owners’ instructions which
include, but arc not limited to, seeking and negotiating employment for the Vessel
and the conclusion (including the execution thereof) of charter parties or other
contracts relating to the employment of the Vessel. If such a contract exceeds the
period stated in Box 13, consent thereto in writing shall first be obtained from the
Owners;
	 
	 	(ii)	 	arranging of the proper payment to Owners or their nominees of all hire and/or freight
revenues or other moneys of whatsoever nature to which Owners may be entitled
arising out of the employment of or otherwise in connection with the Vessel;
	 
	 	(iii)	 	providing voyage estimates and accounts and calculating of hire, freights, demurrage
and/or dispatch moneys due from or due to the charterers of the Vessel;
	 
	 	(iv)	 	issuing of voyage instructions;
	 
	 	(v)	 	appointing agents;
	 
	 	(vi)	 	appointing stevedores;
	 
	 	(vii)	 	arranging surveys associated with the commercial operation of the Vessel.






	 	3.4	 	Insurance Arrangements (only applicable if agreed according to Box 8)
	 
	 	 	 	The Managers shall arrange insurances in accordance with Clause 6, on such terms and
conditions as the Owners shall have instructed or agreed, in particular regarding
conditions, insured values, deductibles and franchises.
	 
	 	3.5	 	Accounting Services (only applicable if agreed according to Box 9)
	 
	 	 	 	The managers shall provide accounting services, as required by the Owners (see Addendum 2)
which will include but will not be limited to the following:






	 	(i)	 	establish an accounting system which meets the requirements of the
Owners and provide regular accounting services, supply regular reports and records,
	 
	 	(ii)	 	maintain the records of all costs and expenditure incurred as well as
data necessary or proper for the settlement of accounts between the parties.






	 	3.6	 	Sale or Purchase of the Vessel (only applicable if agreed according to Box 10)
	 
	 	 	 	The Managers shall, in accordance with the Owners’ instructions, supervise the sale or
purchase of the Vessel, including the performance of any sale or purchase agreement, but
not negotiation of the same.
	 
	 	3.7	 	Provisions (only applicable if agreed according to Box 11)
	 
	 	 	 	The Managers shall arrange for the supply of provisions.
	 
	 	3.8	 	Bunkering (only applicable if agreed according to Box 12)
	 
	 	 	 	The Managers shall occasionally arrange for the provision of bunker fuel of the quality
specified by the Owners as required for the Vessel’s trade.




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	4.	 	MANAGERS’ OBLIGATIONS






	 	4.1	 	The Managers undertake to use their best endeavours to provide the agreed
Management
Services as agents for and on behalf of the Owners in accordance with sound ship management
practice and to protect and promote the interests of the Owners in all matters
relating to the
provision of services hereunder.
	 
	 	 	 	Provided, however, that the Managers in the performance of their management
responsibilities under this Agreement shall be entitled to have regard to their
overall responsibility in relation to all vessels as may from time to time be
entrusted to their management and in particular, but without prejudice to the
generality of the foregoing, the Managers shall be entitled to allocate available
supplies, manpower and services in such manner as in the prevailing circumstances
the Managers in their absolute discretion consider to be fair and reasonable.
	 
	 	4.2	 	Where the Managers are providing Technical Management in accordance with
sub-clause 3.2,
they shall procure that the requirements of the law of the flag are satisfied and
they shall in
particular be deemed to be the “Company” as defined by the ISM Code, assuming the
responsibility for the operation of the Vessel and taking over the duties and
responsibilities
imposed by the ISM Code when applicable.






	5.	 	OWNERS’ OBLIGATIONS






	 	5.1	 	The Owners shall pay all sums due to the Managers punctually in accordance with
the terms of
this Agreement.
	 
	 	5.2	 	Where the Managers are providing Technical Management in accordance with
sub-clause 3.2,
the Owners shall:






	 	(i)	 	procure that all officers and ratings supplied by them or on
their behalf comply with the requirements of STCW 95;
	 
	 	(ii)	 	instruct such officers and ratings to obey all reasonable orders
of the Managers in connection with the operation of the Managers’ safety
management system.






	 	5.3	 	Where the Managers are not providing Technical Management in accordance with
sub-clause
3.2, the Owners shall procure that the requirements of the law of the flag of the
Vessel are
satisfied and that they, or such other entity as may be appointed by them and
identified to the
Managers, shall be deemed to be the “Company” as defined by the ISM Code assuming the
responsibility for the operation of the Vessel and taking over the duties and
responsibilities
imposed by the ISM Code when applicable.






	6.	 	INSURANCE POLICIES
	 
	 	 	The Owners shall procure, whether by instructing the Managers under sub-clauses 3.4 or
otherwise, that throughout the period of this Agreement:






	 	6.1	 	at the Owners’ expense, the Vessel is insured for not less than her sound
market value or
entered for her full gross tonnage, as the case may be for:-






	 	(i)	 	usual hull and machinery marine risks (including crew
negligence) and excess liabilities;
	 
	 	(ii)	 	protection and indemnity risks (including pollution risks and Crew
Insurances); and
	 
	 	(iv)	 	war risks (including protection and indemnity and crew risks) in
accordance with the best practice of prudent owners of vessels of a similar
type to the Vessel, with first class insurance companies, underwriters or
associations (“the Owners’ Insurances”)






	 	6.2	 	all premiums and calls on the Owners’ Insurances are paid promptly by their due date;




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	 	6.3	 	the Owners’ Insurances name the Managers, the Interim Manager and,
subject to
underwriters’ agreement, and third party designated by the Managers or the Interim
Manager
as a joint assured, with full cover, with the Owners obtaining cover in respect of
each of the insurances specified in sub-clause 6.1:






	 	(i)	 	on terms whereby the Managers and any such third party are liable
in respect of premiums or calls arising in connection with the Owners’
Insurances; or
	 
	 	(ii)	 	if reasonably obtainable, on terms such that neither the
Managers nor any such third party shall be under any liability in respect of
premiums or calls arising in connection with the Owners’ Insurances; or
	 
	 	(iii)	 	on such other terms as may be agreed in writing.






	 	 	 	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left blank then (i) applies.
	 
	 	6.4	 	written evidence is provided, to the reasonable satisfaction of the Managers, of their
compliance with their obligations under Clause 6 within a reasonable time
of the
commencement of the Agreement, and of each renewal date and, if specifically
requested, of
each payment date of the owners’ Insurances.






	7.	 	INCOME COLLECTED AND EXPENSES PAID ON BEHALF OF OWNERS






	 	7.1	 	All moneys collected by the Managers under the terms of this Agreement (other
than moneys
payable by the Owners to the Managers) and any interest thereon shall be held to the
credit of
the Owners in a separate bank account.
	 
	 	7.2	 	All expenses incurred by the Managers under the terms of this Agreement on
behalf of the
Owners (including expenses as provided in Clause 8) may will be debited against
reimbursed
by the Owners in the account referred to under sub-clause 7.1 but shall in any event
remain
payable by the Owners to the Managers on demand together with the funds required to
run
the vessels as per Clauses 21.






	8.	 	MANAGEMENT FEE






	 	8.1	 	The Owners shall pay to the Managers for their services as Managers under this
Agreement an
annual management fee as stated in Box 15 which shall be payable by equal monthly
instalments in advance, the first instalment being payable on the commencement of this
Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month.
	 
	 	8.2	 	The management fee shall be subject to an annual review on the anniversary date of the
Agreement and the proposed fee shall be presented in the annual budget referred to in
sub-
clause 9.1.
	 
	 	8.3	 	The Managers shall, at no extra cost to the Owners, provide their own office
accommodation,
office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners
shall reimburse the Managers for postage and communication expenses, travelling expenses,
and other out of pocket expenses properly incurred by the Managers in pursuance of the
Management Services.
	 
	 	8.4	 	In the event of the appointment of the Managers being terminated by the Owners or the
Managers in accordance with the provisions of Clauses 17 and 18 other than by reason
of
default by the Managers, or if the Vessel is lost, sold or otherwise disposed of, the
“management fee” payable to the Managers according to the provisions of sub-clause
8.1, shall
continue to be payable for a further period of three (3) calendar months as from the
termination date. In addition, provided that the Managers provide Crew for the
Vessel in
accordance with sub-clause 3.1:






	 	(i)	 	the Owners shall continue to pay Crew Support Costs during the
said further period of three (3) calendar months and;




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	 	(ii)	 	the Owners shall pay an equitable proportion of any Severance
Costs which may
materialize, not exceeding the amount stated in Box 16.






	 	8.5	 	If the Owners decide to lay-up the Vessel whilst this Agreement remains in
force and such lay-
up lasts for more than three months, an appropriate reduction of the management fee
for the
period exceeding three months until one month before the Vessel is again put into
service shall
be mutually agreed between the parties.
	 
	 	8.6	 	Unless otherwise agreed in writing all discounts and commissions obtained by
the Managers in
the course of the management of the Vessel shall be credited to the Owners.






	9.	 	BUDGETS AND MANAGEMENT OF FUNDS






	 	9.1	 	The Managers shall present to the Owners annually a budget for the following
twelve months
in such form as the Owners require. The budget for the first year hereof is set out
in Annex “C”
hereto. Subsequent annual budgets shall be prepared by the Managers and submitted to
the
Owners not less than two months before the anniversary date of the commencement of
this
Agreement (see Clause 2 and Box 4).
	 
	 	9.2	 	The Owners shall indicate to the Managers their acceptance and approval of the
annual budget
within one month of presentation and in the absence of any such indication the
Managers shall
be entitled to assume that the Owners have accepted the proposed budget.
	 
	 	9.3	 	Following the agreement of the budget, the Managers shall prepare and present
to the Owners
their estimate of the working capital requirement of the Vessel and the Managers shall each
month up-date this estimate. Based thereon, the Managers shall each month request the
Owners in writing for the funds required to run the Vessel for the ensuing month, including the
payment of any occasional or extraordinary item of expenditure, such as emergency repair
costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by
the Managers within ten (10) running days after the receipt by the Owners of the Managers’
written request and shall be held to the credit of the Owners’ in a separate bank account.
	 
	 	9.4	 	The Managers shall produce a comparison between budgeted and actual income and
expenditure of the Vessel in such form as required by the Owners on a monthly and YTD basis
or at such other intervals as mutually agreed.
	 
	 	9.5	 	Notwithstanding anything contained herein to the contrary, the Managers shall in no
circumstances be required to use or commit their own funds to finance the provision
of the
Management Services.






	10.	 	MANAGERS’ RIGHT TO SUB-CONTRACT
	 
	 	 	The Managers shall not have the right to sub-contract any of their obligations hereunder,
including those mentioned in sub-clause 3.1, without the prior written consent of the
Owners which shall not be unreasonably withheld. In the event of such a sub-contract, the
Managers shall remain fully liable for the due performance of their obligations under this
Agreement.
	 
	11.	 	RESPONSIBILITIES






	 	11.1	 	Force Majeure - Neither the Owners nor the Managers shall be under any
liability for any
failure to perform any of their obligations hereunder by reason of any cause whatsoever of any
nature or kind beyond their reasonable control.
	 
	 	11.2	 	Liability to Owners -






	 	(i)	 	Without prejudice to sub-clause 11.1, the Managers shall be
under no liability whatsoever to the Owners for any loss, damage, delay or
expense of whatsoever nature, whether direct or indirect, (including but not
limited to loss of profit arising out of or




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	 	 	 	in connection with detention of or delay to the Vessel) and howsoever
arising in the
course of performance of the Management Services UNLESS same is proved to
have resulted solely from the negligence, gross negligence or wilful default
of the Managers or their employees or agents, or sub-contractors employed by
them in connection with the Vessel, in which case (save where loss, damage,
delay or expense has resulted from the Managers’ personal act or omission
committed with the intent to cause same or recklessly and with knowledge
that such loss, damage, delay or expense would probably result) the
Managers’ liability for each incident or series of incidents giving rise to
a claim or claims shall never exceed a total of ten times the annual
management fee payable hereunder.
	 
	 	(ii)	 	Notwithstanding anything that may appear to the contrary in this
Agreement, the Managers shall not be liable for any of the actions of the Crew,
even if such actions are negligent, grossly negligent or wilful, except only to
the extent that they are shown to have resulted from a failure by the Managers
to discharge their obligations under sub-clause 3.1, in which case their
liability shall be limited in accordance with the terms of this Clause 11.






	 	11.3	 	Indemnity - Except to the extent and solely for the amount therein set out that
the Managers
would be liable under sub-clause 11.2, the Owners hereby undertake to keep the
Managers and
their employees, agents and sub-contractors indemnified and to hold them harmless
against all
actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising
which
may be brought against them or incurred or suffered by them arising out of or in
connection
with the performance of the Agreement, and against and in respect of all costs,
losses, damages
and expenses (including legal costs and expenses on a full indemnity basis) which the
Managers may suffer or incur (either directly or indirectly) in the course of the
performance of
this Agreement.
	 
	 	11.4	 	“Himalaya” - It is hereby expressly agreed that no employee or agent of the
Managers
(including every sub-contractor from time to time employed by the Managers) shall in
any
circumstances whatsoever be under any liability whatsoever to the Owners for any
loss,
damage or delay of whatsoever kind arising or resulting directly or indirectly from
any act,
neglect or default on his part while acting in the course of or in connection with
his
employment and, without prejudice to the generality of the foregoing provisions in
this Clause
11, every exemption, limitation, condition and liberty herein contained and every
right,
exemption from liability, defence and immunity of whatsoever nature applicable to the
Managers or to which the Managers are entitled hereunder shall also be available and
shall
extend to protect every such employee or agent of the Managers acting as aforesaid
and for the
purpose of all the foregoing provisions of this Clause 11 the Managers are or shall
be deemed to
be acting as agent or trustee on behalf of and for the benefit of all persons who are
or might be
their servants or agents from time to time (including sub-contractors as aforesaid)
and all such
persons shall to this extent be or be deemed to be parties to this Agreement.






	12.	 	DOCUMENTATION
	 
	 	 	Where the Managers are providing Technical Management in accordance with sub-clause 3.2
and/or Crew Management in accordance with sub-clause 3.1, they shall make available, upon
Owners’ request, all documentation and records related to the Safety Management System
(SMS) and/or the Crew which the Owners need in order to demonstrate compliance with the ISM
Code and STCW 95 or to defend a claim against a third party.
	 
	13.	 	GENERAL ADMINISTRATION






	 	13.1	 	The Managers shall handle and settle all claims arising out of the Management
Services
hereunder and keep the Owners informed regarding any incident of which the Managers
become aware which gives or may give rise to claims or disputes involving third
parties.
	 
	 	13.2	 	The Managers shall, as instructed by the Owners, bring or defend actions, suits
or proceedings
in connection with matters entrusted to the Managers according to this Agreement.




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	 	13.3	 	The Managers shall also have power to obtain legal or technical or other
outside expert advice
in relation to the handling and settlement of claims and disputes or all other
matters affecting
the interests of the Owners in respect of the Vessel.
	 
	 	13.4	 	The Owners shall arrange for the provision of any necessary guarantee bond or other
security.
	 
	 	13.5	 	Any costs reasonably incurred by the Managers in carrying out their obligations
according to
Clause 13 shall be reimbursed by the Owners.






	14.	 	AUDITING
	 
	 	 	The Managers shall at all times maintain and keep true and correct accounts in accordance
with U.S. GAAPs and an adequate and effective system of internal controls and procedures
that will meet the Sarbanes and Oxley requirements and shall make the same available for
permit the inspection and auditing by the Owners and their Auditors at such times as may be
mutually agreed. On the termination, for whatever reasons, of this Agreement, the Managers
shall release to the Owners, if so requested, the originals where possible, or otherwise
certified copies of all such accounts and all documents specifically relating to the Vessel
and her operation.
	 
	15.	 	INSPECTION OF VESSEL
	 
	 	 	The Owners shall have the right at any time after giving reasonable notice to the Managers
to inspect the Vessel for any reason they consider necessary.
	 
	16.	 	COMPLIANCE WITH LAW AND REGULATIONS
	 
	 	 	The Managers will not do or permit to be done anything which might cause any breach or
infringement of the laws and regulations of the Vessel’s flag, or of the places where she
trades.
	 
	17.	 	DURATION OF THE AGREEMENT
	 
	 	 	This Agreement shall come into effect on the day and year stated in Box 4 and shall
continue until the date stated in Box 17. Thereafter it shall continue until terminated by
either party giving to the other notice in writing, in which event the Agreement shall
terminate upon the expiration of a period of two months from the date upon which such
notice was given.
	 
	18.	 	TERMINATION






	 	18.1	 	Owners’ Default






	 	(i)	 	The Managers shall be entitled to terminate the Agreement with
immediate effect by notice in writing if any moneys payable by the Owners under
this Agreement and/or the Owners of any associated vessel, details of which are
listed in Annex “D”, shall not have been received in the Managers’ nominated
account within ten (10) running business days of receipt by the Owners of the
Managers written request or if the Vessel is repossessed by the Mortgagees.
	 
	 	(ii)	 	If the Owners:






	 	(a)	 	fail to meet their obligations under sub-clauses
5.2 and 5.3 of this Agreement
for any reason within their control, or
	 
	 	(b)	 	proceed with the employment of or continue to
employ the Vessel in the
carriage of contraband, blockade running, or in an unlawful trade, or
on a
voyage which in the reasonable opinion of the Managers is unduly
hazardous
or improper,




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	 	 	 	the Managers may give notice of the default to the
Owners, requiring them to remedy it as soon as practically possible.
In the event that
the Owners fail to remedy it within a reasonable time to the
satisfaction of the Managers, the Managers shall be entitled to
terminate the Agreement with immediate effect by notice in writing.






	 	18.2	 	Managers’ Default
	 
	 	 	 	If the Managers fail to meet their obligations under Clauses 3 and 4 of this
Agreement for any reason within the control of the Managers, the Owners may give
notice to the Managers of the default requiring them to remedy it as soon as
practically possible. In the event that the Managers fail to remedy it within a
reasonable time to the satisfaction of the Owners, the Owners shall be entitled to
terminate the Agreement with immediate effect by notice in writing.
	 
	 	18.3	 	Extraordinary Termination
	 
	 	 	 	This Agreement shall be deemed to be terminated in the case of the sale of the Vessel
or if the Vessel becomes a total loss or is declared as a constructive or compromised
or arranged total loss or is requisitioned.
	 
	 	18.4	 	For the purpose of sub-clause 18.3 hereof:






	 	(i)	 	the date upon which the Vessel is to be treated as having been sold
or otherwise disposed of shall be the date on which the Owners cease to be
registered as Owners of the Vessel;
	 
	 	(ii)	 	the Vessel shall not be deemed to be lost unless either she has
become an actual total loss or agreement has been reached with her underwriters
in respect of her constructive, compromised or arranged total loss or if such
agreement with her underwriters is not reached it is adjudged by a competent
tribunal that a constructive loss of the Vessel has occurred.






	 	18.5	 	This Agreement shall terminate forthwith in the event of an order being made or
resolution
passed for the winding up, dissolution, liquidation or bankruptcy of either party
(otherwise
than for the purpose of reconstruction or amalgamation) or if a receiver is appointed,
or if it
suspends payment, ceases to carry on business or makes any special arrangement or
composition with its creditors.
	 
	 	18.6	 	The termination of this Agreement shall be without prejudice to all rights
accrued due between
the parties prior to the date of termination.






	9.	 	LAW AND ARBITRATION






	 	19.1	 	This Agreement shall be governed by and construed in accordance with English law
and any dispute arising out of or in connection with this Agreement shall be referred
to arbitration in London in accordance with the Arbitration Act 1996 or any statutory
modification or re-enactment thereof save to the extent necessary to give effect to the
provisions of this Clause.
	 
	 	 	 	The arbitration shall be conducted in accordance with the London Maritime Arbitrators
Association (LMAA) Terms current at the time when the arbitration proceedings are
commenced.
	 
	 	 	 	The reference shall be to three arbitrators. A party wishing to refer a dispute to
arbitration shall appoint its arbitrator and send notice of such appointment in
writing to the other party requiring the other party to appoint its own arbitrator
within 14 calendar days of that notice and stating that it will appoint its
arbitrator as sole arbitrator unless the other party appoints its own arbitrator and
gives notice that it has done so within the 14 days specified. If the other party
does not appoint its own arbitrator and give notice that it has done so within the 14
days specified, the party referring a dispute to arbitration may, without the
requirement of any further prior notice to the other party, appoint its arbitrator as
sole arbitrator and shall advise




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	 	 	 	the other party accordingly. The award of a sole arbitrator shall be binding on both
parties as if he had been appointed by agreement.
	 
	 	 	 	Nothing herein shall prevent the parties agreeing in writing to vary these
provisions to provide for the appointment of a sole arbitrator.
	 
	 	 	 	In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000
(or such other sum as the parties may agree) the arbitration shall be conducted in
accordance with the LMAA Small Claims Procedure current at the time when the
arbitration proceedings are commenced.
	 
	 	19.2	 	This Agreement shall be governed by and construed in accordance with Title 9 of
the United
States Code and the Maritime Law of the United States and any dispute arising out of
or in
connection with this Agreement shall be referred to three persons at New York, one to
be
appointed by each of the parties hereto, and the third by the two so chosen; their
decision or
that of any two of them shall be final, and for the purposes of enforcing any award,
judgement
may be entered on an award by any court of competent jurisdiction. The proceedings
shall be
conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.
	 
	 	 	 	In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000
(or such other sum as the parties may agree) the arbitration shall be conducted in
accordance with the Shortened Arbitration Procedure of the Society of Maritime
Arbitrators, Inc. current at the time when the arbitration proceedings are
commenced.
	 
	 	19.3	 	This Agreement shall be governed by and construed in accordance with the laws
of the place
mutually agreed by the parties and any dispute arising out of or in connection with
this
Agreement shall be referred to arbitration at a mutually agreed place, subject to the
procedures
applicable there.
	 
	 	19.4	 	If Box 18 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause
shall apply.






	 	 	Note: 19.1, 19.2 and 19.3 are alternatives; indicate alternative agreed in Box 18.
	 
	20.	 	NOTICES






	 	20.1	 	Any notice to be given by either party to the other party shall be in writing
and may be sent by
fax, telex, registered or recorded mail or by personal service.
	 
	 	20.2	 	The address of the Parties for service of such communication shall be as stated
in Boxes 19 and
20 respectively.




Rider Clauses 21 to 24 as attached hereto are incorporated in this Agreement.





10











 





RIDER CLAUSES




Clause 21




In relation to sub-clause 9.3, the Managers shall request the Owners for the funds required to run
the Vessel for the ensuing month by ten (10) days before the end of each month, and then the
Owners shall remit such funds to the Managers by the end of each month.



Clause 22




On and after termination of this Agreement, the Managers shall forthwith deliver or procure to be
delivered to the Owners all records, documents, accounts, papers and other properties of every
description within their possession, or under their control, relating to the Vessel, whether or not
the same were originally supplied or obtained from the Owners. Notwithstanding the foregoing, the
Managers may retain all those papers which may be necessary for the defense of claims known or
unknown in respect to the vessel.



Clause 23




Any information relating to the Owners or its business or trade secrets which the Managers have
obtained under this Agreement shall be kept confidential and not be disclosed to any third party
during and after termination of this Agreement.



Clause 24




The Managers shall provide any reasonable undertakings requested by the Owners’ financiers.



Clause 25




In case the sale of the M/T Pink Sands in accordance with the MOA dated 31st of July
2007, between Portswood Shippping Company Limited (Sellers) and Oceanclarity Owners Limited
(Buyers) is not finalized due to one or all of the subjects as per Clause 20 of the MOA are not
lifted, then this management agreement to automatically become null and void and neither party
will have any claim/damages against each other



11









 






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	 	:	 	28th November 2007
	 
	 	 	 	 	 	 	 	 
	Name of Vessel(s)	 	:	 	M/T PINK SANDS (EX SANKO PROTECTOR)
	 
	 	 	 	 	 	 	 	 
	Particulars of Vessel—(s)

	 	:
	 	Call Sign
	 	-
	 	9HZD6 
	 

	 	 	 	IMO No.
	 	-
	 	8920866 
	 

	 	 	 	Flag 

Built
	 	-

-
	 	Malta 

1993 
	 

	 	 	 	SDWT
	 	-
	 	93,723 
	 

	 	 	 	Grt
	 	-
	 	55,048 
	 

	 	 	 	Nrt
	 	-
	 	26,546 






 









 





ANNEX “B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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




	 	 	 	 	 	 	 	 	 
	Date of Agreement	 	:	 	28th November 2007
	 
	 	 	 	 	 	 	 	 
	Details of Crew :
	 	 	 	 	 	 	 	 






“Pink Sands” ex. “Sanko Protector”




	 	 	 
	QTY	 	RANK
	1

	 	MASTER
	1

1

	 	CHIEF ENGINEER

CHIEF OFFICER
	1

	 	SECOND ENGINEER.
	1

	 	PUMPMAN
	5

	 	GREEK OFFICERS
	 
	 	 
	l

	 	SECOND OFFICER
	1

	 	THIRD OFFICER
	1

	 	THIRD ENGINEER
	1

	 	FOURTH ENGINEER
	4

	 	FILIPINO OFFICERS
	 
	 	 
	1

	 	ELECTRICIAN
	1

	 	THIRD OFFICER
	2

	 	UKRANIAN OFFICER
	 
	 	 
	1

	 	BOSUN
	3

	 	A.B.
	2

	 	O.S.
	1

	 	FITTER
	3

	 	OILERS
	1

	 	CHIEF COOK
	2

	 	MESS MAN
	13

	 	FILIPINO RATINGS
	 
	 	 
	24

	 	TOTAL






 









 





ANNEX “C” (DETAILS OF BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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




	 	 	 	 	 	 	 	 	 
	Date of Agreement	 	:	 	28th November 2007






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



“Pink Sands” ex. “Sanko Protector”




	 	 	 	 	 	 	 	 	 
	ITEMS	 	YEARLY (USD)	 	MONTHLY (USD)
	1. WAGES, EXTRAS, O/T, E.T.C
	 	 	1.167.635	 	 	 	97,303	 
	2. JOINING & REPATRIATION COST
	 	 	98,550	 	 	 	8,213	 
	3. VICTUALLING EXPENSES
	 	 	76.650	 	 	 	6.387	 
	 	 	 	 	 	 	 
	TOTAL CREW EXPENSES
	 	 	1,342,835	 	 	 	111,903	 
	 	 	 	 	 	 	 
	4. STORES
	 	 	204,400	 	 	 	17.033	 
	5. SPARES
	 	 	200.750	 	 	 	16.729	 
	6. REPAIR / MAINTENANCE / SURVEY
	 	 	127.750	 	 	 	10,646	 
	7. LUBRICANTS
	 	 	182,500	 	 	 	15.209	 
	8. MANAGEMENT FEES
	 	 	152,500	 	 	 	12.708	 
	9. SUPT. TRAVEL / COMM. / MISC
	 	 	65,700	 	 	 	5,475	 
	10. INSURANCE (H+M, P+I, WAR, LOH)
	 	 	404,420	 	 	 	33.702	 
	 	 	 	 	 	 	 
	TOTAL OPERATING COST
	 	 	2,680,855	 	 	 	223,405	 
	 	 	 	 	 	 	 
	DAILY AVERAGE (EXCL. DOCKING COST)
	 	 	7,345	 	 	 	 	 
	PRE-DELIVERY COST (ESTIMATION)
	 	 	50.000	 	 	 	 	 








 




			
	NOTE:
	 
	1.	 	Prices basis at average of Singapore, Rotterdam & Houston, otherwise, to be charged at actual
	 
	2.	 	Crew change basis Singapore / Rotterdam & U.S.A. port, otherwise, to be adjusted
	 
	3.	 	Spares costs included routine spares (excluding major items)
	 
	4.	 	Parity Euro/USD at 1,30
	 
	5.	 	Renewal of Hull and Machinery insurance and PandI insurance are on the 31st of
October and 20th of
February respectively.





 









 





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.(i) OF THIS AGREEMENT.



	 	 	 	 	 	 	 	 	 
	Date of Agreement	 	:	 	28th November 2007
	 
	 	 	 	 	 	 	 	 
	Details of Associated Vessels	 	:	 	M/V Juneau
	 
	 	 	 	 	 	 	 	 
	TBA
	 	 	 	 	 	 	 	 






 









 





ADDENDUM No. 2




To the Management Agreement between




OCEANCLARITY
OWNERS LIMITED

and

CARDIFF MARINE INC




This
Addendum dated November 28, 2007, is entered between OCEANCLARITY OWNERS LIMITED, hereinafter
called the “Owner” and CARDIFF MARINE INC. of Liberia, hereinafter called the “Manager”.



With reference to Clauses 3.5 and 9 of the Management Agreement the following guidelines should be
followed by the Manager in connection with the budget, the accounting and the reporting
requirements.



BUDGET




The budget is prepared annually on a vessel basis and will be submitted to the owners in the first
week of December for review and approval. The Managers will make available to the Owners the
assumptions they have made for the preparation of the budget as well as any additional information
that the Owners may require. Any alterations proposed by the Owners will be discussed and agreed
with the Managers. The budget must be finalized the latest by December 20 of each year.



Assumptions




The Managers will submit together with the budget the assumptions made for its preparation. Such
assumptions will be reviewed by the Owner who will also approve them.



Expense Categories




The budget will cover the following expense categories:



1. Crew payroll and related costs




	 	•	 	Crew nationality and number of crew members.
	 
	 	•	 	Crew changes during the year
	 
	 	•	 	Overlapping days
	 
	 	•	 	Crew wages per rank and additional costs
	 
	 	•	 	Traveling cost and accommodation for each crew change
	 
	 	•	 	Medical tests
	 
	 	•	 	Training costs
	 
	 	•	 	Victualing





5









 





2. Repairs and maintenance




This category does not include the cost for dry docking and special surveys. The budget should
cover the following categories:




	 	•	 	Main engine
	 
	 	•	 	Auxiliary engine
	 
	 	•	 	Auxiliary boiler
	 
	 	•	 	Compressors, air conditioning, refrigeration
	 
	 	•	 	Fabrics superstructure hull
	 
	 	•	 	Electrical controls instrumentation
	 
	 	•	 	House deck fittings
	 
	 	•	 	Navigation, communication
	 
	 	•	 	Fuel oil and water purification
	 
	 	•	 	Safety equipment
	 
	 	•	 	Valves piping





3. Spares




    Same categories as above apply including forwarding.



4. Stores




The budget should cover the following categories:




	 	•	 	Engine and deck stores
	 
	 	•	 	Cabin stores
	 
	 	•	 	Electrical stores
	 
	 	•	 	Other stores
	 
	 	•	 	Medical shipstock
	 
	 	•	 	Water
	 
	 	•	 	Library publications
	 
	 	•	 	Stationary printing
	 
	 	•	 	Crew outfit
	 
	 	•	 	Computer hardware
	 
	 	•	 	Computer software
	 
	 	•	 	Safety equipment
	 
	 	•	 	Forwarding





5. Paints




6. Chemicals




6









 





7. Lubricants




The budget should cover the following categories:




	 	•	 	Engine oil
	 
	 	•	 	Cylinder oil
	 
	 	•	 	Hydraulic oil
	 
	 	•	 	General oil
	 
	 	•	 	Diesel generator





8. Sundries



The budget should cover the following categories:





	 	•	 	Laundry
	 
	 	•	 	Other crew expenses
	 
	 	•	 	Agents expenses
	 
	 	•	 	Gratuities
	 
	 	•	 	Garbage disposal
	 
	 	•	 	Radio communication
	 
	 	•	 	Registration and consultants fees
	 
	 	•	 	Port charges owners matters
	 
	 	•	 	Environmental charges
	 
	 	•	 	Motor launch owners maters.





9. Insurance




The budget should cover the basic insurance categories such as H&M, P&I, War Risk, Loss of Hire and
cash on board/in transit.



10. Dry docking and special survey costs




Managers will produce dry dock budget, specification and costs in a format suitable for the Owner.



The budget will be reviewed on a quarterly basis and forecasts will be prepared for the following
quarter in case that the budget proves to be unrealistic.



11. Superintendents’ Fees




All visits / attendance by Superintendents or other company staff to the vessel shall be charged at
750 USD per day, plus traveling and associated expenses.



7









 





ACCOUNTING




The manager will keep a full set of accounts related to the services it will provide. More
specifically it will keep the following basic accounts:




	 	•	 	Cash and banks
	 
	 	•	 	Agents
	 
	 	•	 	Charterers
	 
	 	•	 	Suppliers and creditors
	 
	 	•	 	Prepaid expenses
	 
	 	•	 	Accrued expenses
	 
	 	•	 	Dry dock and special survey costs
	 
	 	•	 	Expense accounts identical to those in the budget.





These accounts will be kept in accordance with GAAP.



Further to these accounts the manager will also maintain a database with all purchases made.



REPORTING




The reporting requirements are divided into the following three basic categories each of which
includes the following:



Monthly reporting




The following reports will be furnished to the owners ten (10) running days after the month end:




	 	1.	 	Analytical trial balance as of month end by vessel.
	 
	 	2.	 	Detail ledger cards for the period (ytd) for each account.
	 
	 	3.	 	Analytical cash transactions and bank reconciliation.
	 
	 	4.	 	Monthly and YTD analyses of running costs by vessel and daily running cost
including actual cost versus budget. Explanations on material variations.
	 
	 	5.	 	Ageing of accounts payable.
	 
	 	6.	 	Charter hires collections in delay.





Quarterly and Year end reporting




The following reports will be furnished to the owners ten (10) running days after the month end
except for year end which information must be furnished the twenty (20) running days after year
end:




	 	1.	 	Analytical trial balance as of quarter/year end by vessel.
	 
	 	2.	 	Detail ledger cards for the period (ytd) for each account.
	 
	 	3.	 	Analytical cash transactions and bank reconciliation.




8









 






	 	4.	 	Quarterly and YTD analyses of running costs by vessel and daily running
costs including actual cost versus budget comparisons. Explanations on
material variations.
	 
	 	5.	 	Analysis of prepaid expenses and explanation of their nature.
	 
	 	6.	 	Analysis of executed purchase orders and services rendered during the quarter
or up to year end that have not been billed.
	 
	 	7.	 	Ageing of accounts payable.
	 
	 	8.	 	Analysis of accrued liabilities.
	 
	 	9.	 	Analysis of dry docking and special survey costs and unbilled costs.
	 
	 	10.	 	Insurance premium analysis and calculation of prepaid portion.
	 
	 	11.	 	Charter hires collections in delay.
	 
	 	12.	 	Analysis of disputes and claims.





At each quarter end the Manager will furnish Owners with scanned copies of all invoices that have
been checked and paid. Furthermore, it will also furnish a list of those invoices not yet checked
and paid as well as the executed orders and services rendered that have not yet been invoiced.



AUDITING



Financial Audits



The managers will make available to the Owners’ external auditors their records and supporting
documentation to enable them their quarterly reviews and year end audits. The timing of these
audits will be agreed in due time so that to avoid any disruption of the Managers smooth operation
and any delays in the reporting of the Owners to SEC.



Furthermore, the Owner’s internal auditor will visit the Manger’s to perform the planned audit
work. Again the time of these visits will be pre-agreed.



SOX Audits




The Owners being a Public Company are obliged to comply with Sarbanes Oxley requirements. In this
respect the Owner has to establish procedures and internal controls that will ensure its
compliance with such requirements.



This process involves also the Managers who in turn will have to maintain effective and adequate
procedures and internal controls that will satisfy the SOX requirements. The Owner’s external and
internal auditors will have to review and monitor the adequacy and effectiveness of these
procedures and therefore the Manager will allow them to perform all audit steps they consider
necessary to satisfy themselves. The timing of such audits will be agreed in due time so that to
avoid any disruption of the Managers smooth operation.



LOGISTICS




The Manager and the Owner will discuss the detail and timing of the information that can be
provided with the purpose of concluding a final reporting scheme acceptable by both parties.
Furthermore, the reporting scheme is subject to periodic reviews and changes as the circumstances
may dictate.




9











 





ADDENDUM 1

to a SHIPMAN 98 Agreement

dated 28 November 2007 on

M.T. PINK SANDS (ex Sanko Protector)




COMMERCIAL MANAGEMENT AGREEMENT




between




“OCEANCLARITY
OWNERS LIMITED”



and 



“CARDIFF MARINE INC.”





10











 




This Commercial Management Agreement (the “Agreement”) is made on 28th November 2007
between:



1. “OCEANCLARITY OWNERS LIMITED”, a Company duly organised under the laws of Marshall Islands and
registered at Marshall Islands (the “Owner”)




and



2. “CARDIFF MARINE INC.” a company registered in the Liberia with its offices at Athens
(hereinafter called “Agent”)



WHEREAS the Owner wishes to appoint “CARDIFF MARINE INC.” to be its
exclusive agent to assist the Owner to commercially
employ and operate the M/T PINK SANDS ex. SANKO PROTECTOR
(hereinafter referred to as the “Vessel”) which appointment Agent has agreed to accept.



NOW THEREFORE it is hereby agreed as follows:




1. APPOINTMENT





	1.1	 	The Owner hereby appoints Agent to be its agent to assist the Owner with the commercial
employment and operation of the Vessel upon the terms and
conditions of this Agreement.
	 
	1.2	 	Agent hereby accepts such appointment by the Owner and hereby agrees to act as the agent upon
the terms and conditions of this Agreement.





2. AGENT’S BASIC OBLIGATIONS



2.1 Agent shall ensure that for the duration of this Agreement it shall employ sufficient suitably
skilled and qualified staff to perform to the best of its ability its obligations
under the terms of this Agreement.




3. THE OWNER’S BASIC OBLIGATIONS



3.1 The Owner shall on a timely basis provide Agent with operating policies, authorities and
instruction.




4. AGENCY SERVICES



4.1 Always acting in the best interest and authority of the Owner, Agent shall provide the
following services




4.1.1 Marketing.




4.1.1.1 Agent shall at all time monitor the Chartering/Freight market where the Vessel may potentially be employed.




11









 





4.1.1.2 Agent shall through the broking channels market the Vessel for
employment, and where possible promote the Vessel direct with potential users.




4.1.1.3 Recommend to the Owner a strategy for the future marketing
and employment of the Vessel.



4.1.2 Employment





4.1.2.1 Make recommendations to the Owner on the specific employment that should be
sought and contracted. 




4.1.2.2 Subject to the authority of the Owner as per clause 5 below, to use at all
times its best endeavours to obtain, negotiate and conclude employment (whether in the form of
Voyage Charters, Time Charters or Contracts of Affreightment) at the best terms
possible.



4.1.2.2.1 As soon as practicable after contracting any employment, Agent will send
to the Owner a fixture note, briefly describing the salient features of the employment
contracted and the expected daily earning on a Time Charter Equivalent (“TCE”) basis. See
Appendix I.




4.1.2.3 Use its best endeavours to ensure that the idle time and ballast voyages
are kept to the minimum, so as to maximise the earnings of the Vessel over consecutive voyages.





4.1.2.4 With the authority of the Owner sign on their behalf charter parties,
invoices etc. either as an agent or as a duly authorised representative of the Owner.





4.1.2.5 Due regard is to be given to the quality, history and credit worthiness of
the charterer. Agent is to inform the Owner where potential charterers are not considered
1st class. 




4.1.2.6 Agent is to represent and protect the Owner’s interests in respect of all
employment contracted for the Vessel.




4.1.2.7 Agent is to arrange for the invoicing of all freight, hire demurrage and other
receivables and ensure that all amounts due to the Owner are collected on a timely basis and are
credited to the Owner’s bank account. On a monthly basis Agent shall report to the Owner with a
list of all collections made, those due and those still to be invoiced.



4.1.2.7.1 On a monthly basis Agent will provide an analysis of all off-hire/idle
time of the Vessel, with brief reasoning.




4.1.2.8 Subject to the Owner’s authority to bring and/or defend and/or settle suits, claims or
proceedings in connection with the employment of the Vessel.



4.1.3 Operations





4.1.3.1 Assist the Owner in operating the Vessel in accordance with the Owner’s policies and
instructions.




4.1.3.2 Issue instructions on behalf of the Owner to the Vessel with regard to the operations,
employment and movements.



12









 






4.1.3.3 On behalf of the Owner appoint and instruct Port Agents, Cargo Surveyors and other third
parties as required to ensure the efficient, timely and safe operation of the Vessel.




4.1.3.4 On behalf of the Owner arrange for the provision of fuels etc. as required to ensure the
efficient, timely and safe operation of the Vessel.




4.1.3.5 On behalf of the Owner arrange for the payment of all costs and expenses associated with
the operations of the Vessel.




4.1.3.6 Use its best endeavours to ensure that the idle time and off-hires due to the operations
of the Vessel are kept to the minimum.




4.1.3.7 Monitor the performance of the Vessel with regards to its commercial operations and where
necessary bring to the Owner’s attention all deficiencies and/or make recommendations to improve
operational performance.




4.1.3.8 Subject to the Owner’s authority bring and/or defend and/or settle suits, claims or
proceedings in connection with the operation of the Vessel.



5. AUTHORITY LEVEL



5.1 Agent has the following authority from the Owner, which may be varied in writing from time to
time at the Owner’s sole discretion.



5.1.1 Employment: Agent has the authority to contract employment on behalf of the
Owner under the following conditions (in all other cases specific authority is required from the
owner):





5.1.1.1 Period of employment not exceeding 6 Months.




5.1.1.2 Daily time charter returns for the employment is at or above market levels.





5.1.1.3 Terms of the employment usual market practise. Any unusual terms or terms
which are expected to expose the Owner to additional commercial risks are to be agreed only with
the Owner’s authority. 




5.1.1.4 Where the charterer is considered to be 1st class by the market.





5.1.1.5 Where a fixture is in line with recommendations made by Agent in its
reports on the market conditions and enquires for employment. 




5.1.1.6 Unless the Owner decides or directs at its sole discretion, that a certain
fixture is not to be entered into. 


5.1.2 Disputes: Agent has the authority to settle disputes etc. on behalf of the Owner under the
following conditions (in all other cases specific authority is required from the Owner):





5.1.2.1 All disputes, claims, suits, proceedings are reported to the Owner.




5.1.2.2 Where the amount claimed from the Owner is below US$50,000.




5.1.2.3 Freight, Hire & Demurrage disputes up to US$100,000.



13









 






5.1.2.4 Disputes governed by the “London Tanker Broker Panel Small Claims Clause”,
up to $100,000.




5.1.2.5 All other disputes up to US$50,000.




5.1.2.6 Where legal expenses to be incurred are expected to be below US$2,000.



6. DURATION OF THE APPOINTMENT



6.1 The appointment of Agent shall commence as per Shipman 98 contract dated

28th
November 2007 and shall continue until either the Owner or Agent terminates
this Agreement by giving the other party at least two (2) months written notice.



6.2 Notwithstanding the provisions stated under Clause 6.1 either party is entitled to terminate
this Agreement;





6.2.1 If the Vessel suffers constructive total loss, is requisitioned by any
governmental authority or is sold.




6.2.2 In the event of liquidation, bankruptcy, dissolution or insolvency of any of the two
parties.




6.2.3 In the case of a serious breach by one party who fails to remedy such breach within
twenty-one (21) days of being required to do so in writing by the other party.


6.3 If this Agreement is terminated according to Clause 6.2 the Owner shall upon demand reimburse
and indemnify Agent for any disbursements, costs and expenses, as defined in Clause 8, incurred by
Agent to the date of termination of this Agreement.




7. REMUNERATIONS



7.1 The Owner shall pay to the agent a fee of US$ 2,500 (two thousand five hundred United
States Dollars per calendar month, which is included in the amount stated in Shipman 98 contract
dated
28th November 2007 clause box 15,




8. REIMBURSEMENT



8.1 Agent shall at its own cost and expense provide all office accommodation, equipment, stationary
and staff required for the performance or provision of its services as the agent of the Vessel.



8.2 The Owner shall reimburse Agent for and in respect of all commissions paid to
brokers, all disbursements, costs and expenses of whatsoever kind properly and
necessarily or reasonably paid, sustained or incurred by Agent in or about the performance or
provision of any of its services under this Agreement.



8.3 The Owner shall reimburse to Agent the costs and expenses incurred by Agent in marketing the
Vessel provided such amount has been budgeted or approved by the Owner.





14









 







8.4 The Owner shall advance sufficient funds to Agent’s bank account as required by Agent to make
payments/disbursements on behalf of the Owner.




9. ACCOUNTS AND STATEMENTS



9.1 Agent shall keep proper books, records, accounts and vouchers relating to the operation of the
Vessel as described in this Agreement, and shall make the same available for inspection and audits
by the Owner, its Auditors and/or any other agents at such times as may be mutually agreed. Annual
accounts shall be submitted to the Owner before the first of April following each year’s
operations.



9.2 Agent shall prepare and furnish to the Owner by the 15th day of the following month, monthly
accounts showing actual, budget and variances in expenses and revenues.




10. ASSIGNMENT



10.1 Except as provided herein neither party may assign this Agreement or any interest therein
without the prior written consent of the other party.




11. MODIFICATION



11.1 Agent and the Owner must consent in writing to alter any of the terms of this Agreement.




12. NOTICE


12.1 All notices under this Agreement must be written and are deemed to be served upon personal
service, upon dispatch of a telex or e-mail upon confirmation of receipt of a facsimile
transmission to the following address and/or numbers:





			
	Agent:	 	“CARDIFF MARINE INC.” 

OMEGA BUILDING

80, Kifissias Avenue 

GR 151 25, Marousi, Athens 

GREECE

Tel: (+30) 210 8090400 

Fax: (+30) 210 8090405 

Email: cardiff@hol.gr






			
	Owner:	 	

a) OCEANCLARITY OWNERS LIMITED 
c/o OCEANFREIGHT
INC.
 Omega Building 
80, Kifisias Avenue,





15









 




GR.151 25, Marousi,, Athens, Greece

Tel: +30 210 8090133

Fax; +30 210 6140284

E : wsm@oceanfreightinc.com



Interim Managers: TBA




13. MISCELLANEOUS



13.1 If any of the terms or conditions of this Agreement are held to be invalid or illegal, it is
the intention of the parties that the remaining provisions of this Agreement shall remain in full
force and effect. The captions and headings in this Agreement are only included for organisational
assistance and in no way limit the applicability of the terms and conditions herein.




14. APPLICABLE LAW



14.1 This Agreement shall be governed by and construed in accordance with English law.




15. ARBITRATION



15.1 Should any dispute arise under this Agreement which the parties cannot resolve, such dispute
shall be arbitrated in London in accordance with the Arbitration Act 1996 and any statutory
modifications or re-enactments thereof for the time being in force.



15.2 This Agreement has been made out in two (2) originals, one for the Owner and one for the Agent
and shall come into force and effect upon the referenced date.




Signed:




	 	 	 	 	 
	 
	 	 	 	 
	/s/
Solon Dracoulis

	 	/s/ Ioannis Papathanasiou	 	 
	 

	 	 	 	 
	for OCEANCLARITY OWNERS LIMITED

	 	for CARDIFF MARINE INC.
	 	 
	Name: Solon Dracoulis

	 	Name: Ioannis Papathanasiou	 	 
	Title: Authorised Signatory

	 	Title: Legal Representative	 	 






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