Manning Agreement, dated April 20, 2011



 Exhibit 4.37 
 MANNING AGREEMENT 
 This Agreement is made this 20th day of April, 2011 between ARAL SEA
SHIPPING S.A. a company duly organised and existing in accordance with the laws of Liberia with address at 80 Broad Street, Monrovia, Liberia (hereinafter called “the Principal”) and CREWCARE INC. a company incorporated under the Laws of
Philippines with registered office at Philippines with registered office at Crewcare Building 415 U.N. Avenue cor Alhambra Sts. Ermita. Manila (hereinafter “the Manager”) 
 The Principal hereby appoints the Manager as Crewing Manager for the motor vessel “MSC SIENA” to be registered under Liberian flag (the “Vessel”) and the Manager accepts such
appointment on the terms of this Agreement. 
 The Manager will, on behalf of and at the expense of the Principal, arrange to man the Vessels
with appropriate officers and crew as per Principal’s request . For this purpose, the Manager, with the prior written consent of the Principal, shall cause all crew employed pursuant to the Agreement to enter into such contracts of employment
upon the standard terms and conditions prescribed by the Philippine Overseas Employment Administration (POEA) and other appropriate governmental agencies of the Philippines and, as applicable, of the country of the flag of each Vessel, and otherwise
upon such terms and conditions as shall from time to time be agreed between the Principal and the Manager. 
 The Manager shall arrange for the
vaccination/inoculation of the crew and obtain all visa, passport and other official permit and documents which shall enable the crew to join the Vessel/s at the designated port by the Principal. 

The Principal has the right to interview and accept or reject at its sole discretion any officers or ratings. 

The Manager, if so requested by the Principal, may provide advice to the Vessel’s Master regarding assignment and termination of crew members, rates
of payment etc, and assist the said Master in resolving difficulties which may arise with the crew Advice concerning matters of policy are subject to clearance through the Principal. 
 The Manager is obliged to maintain close communication with the Philippines Government agencies to ensure close liaison on all matters pertaining to the aforementioned manning. 

The Manager will make payments on behalf of the Principal to the Filipino personnel processed via the Manager and assigned to the Vessel, on the balance
of wages at 

  
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contract termination including payment of allotments, upon the instructions of the Principal. 
 The Manager will, on behalf of the Principal and on the Principal’s agreement, make payment of compensation arising out of disability suffered while in the employment of the owners of the Vessels, in
accordance with the terms established in the Contract/s of Employment and the laws then in force. 
 The Principal shall execute a power of
attorney duly authenticated by the proper Philippine Consulate appointing the Manager as its legal representative in the Philippines. 
 The
Manager will maintain qualified manning personnel approved by the Principal and accounts and records in respect of all crew members employed on behalf of the Principal in accordance with this Agreement. Such accounts and records shall immediately
upon the request of the Principal, be opened to inspection and audit by the Principal or qualified accountants of the Principals choice. The Manager will prepare budgets for the following year, latest by 30 November of previous year. The
budgets shall contain all items required by the Principal and shall be subjected to the Principal’s approval. 
 The Manager will be acting
as the Principal’s agent to accept service of process in the Philippines, subpoena and other lawful orders or processes emanating from the duly constituted government entities in the Philippines and, subject to the Principals approval, employ
counsel and take such other actions as may be necessary to defend on the Principals behalf any claim of whatsoever nature arising out of this Agreement. The Manager shall have no right to enter into any compromise, or make compensatory settlement
for the account of the Principal in connection with any such claim, without the prior written consent of the Principal. It is understood that the Manager will keep the Principal fully and promptly informed in respect to any claim or action, filed or
pending. 
 The Manager will be acting, as the Principal’s agent to accept service of process in the Philippines, subpoena and other lawful
orders or processes emanating from the duly constituted government entities in the Philippines and, subject to the Principal’s prior written approval, employ counsel and take such other actions as may be necessary to defend on the
Principal’s behalf any claim of whatsoever nature arising out of the contracts of employment of the seamen, serving on board the Vessels. 

  
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 The Manager will be acting as the Principal’s agent to accept service of process in the Philippines,
subpoena and other lawful orders or processes emanating from the duly constituted government entities in the Philippines and subject to the Principal’s prior written approval, employ counsel and take such other actions as may be necessary to
defend on the Principal’s behalf any claim of whatsoever nature arising out of the contracts of employment of the seamen, serving on board the Vessels. The Manager shall have no right to enter into any compromise or make compensatory settlement
for the account of the Principal in connection with any such claim, without the prior written consent of the Principal. It is understood that the Manager will keep the Principal fully and promptly informed in respect to any claim or action, filed or
pending, and shall obtain the Principal’s written approval prior to incurring any expenses or approving any expenses. 
 As remuneration
for the Manager’s services under the Agreement, the Principal pay to the Manager the following; 
 Agency fee US$ 85 (Eighty Five US
Dollars) per month per seaman for officers and crew, which will serve on board each Vessel. 
 A one-time recruitment fee of US $ 110 (One
Hundred and Ten US Dollars) per seaman, in house (PDOS ) Training US$ 30 (Thirty US Dollars) per seaman 
 Extra in House Training (PMS,
Software Applications etc). US$ 50 (Fifty US Dollars) per seaman 
 These fees will be reviewed and mutually agreed in January of each year.
These fees will be paid by the Principal and/or the owners of each Vessel only. Under no circumstances is the Manager allowed to receive fees or any other monies from the seamen for any services whatsoever and howsoever rendered to them. Medical
expenses, crew clothing, traveling expenses, traveling allowances and other similar or related expenses shall be paid at cost. 
 Payment with
respect to each crew member shall commence upon the assignment of crew to such Vessel and shall continue until said crew member is withdrawn. The Manager shall perform all operations necessary to completely conclude all the transaction arising
during the period of agency of each Vessel whether such operations are performed within the period of payment as described above 

  
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immediate effect by notice to the Manager. The right to terminate the Agreement shall be in addition to and without prejudice to any other rights which the Principal may have against the Manager
under the Agreement. 
 Any dispute arising under the Agreement shall be referred to arbitration in Manila one Arbitrator to be nominated by the
Principal and the other by the Manager and in case the Arbitrators shall not agree then to the decision of an umpire to be appointed by them, the award of the Arbitrators or the Umpire to be final and binding upon both parties. Applicable law shall
be the Philippine law. 
 If either of the appointed Arbitrators refuses to act, or is incapable of acting, or dies, the party who appointed him
shall appoint a new Arbitrator in his place. 
 If one party fails to appoint an Arbitrator, either originally or by way of substitution as
aforesaid for seven (7) working days after the other party, having appointed his Arbitrator, has served the party making default with notice to make the appointment the party who has appointed an Arbitrator may appoint that Arbitrator to act as
sole Arbitrator in the reference and his award shall be binding on both parties as if he had been appointed by consent. 
 This Manning
Agreement has been made out in two originals, one for each party. 
  

					
	ARAL SEA SHIPPING S.A.	 		 	CREWCARE INC.
			
	/s/ George Skrimizeas	 		 	/s/ Josephine Roldan
	By: George Skrimizeas	 		 	By: Josephine Roldan
	Attorney-in-Fact	 		 	General Manager
			
		 		 	/s/ Jay T. Borromeo
		 		 	ATTY. JAY T. BORROMEO
		 		 	Notary Public


  
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