EX-10.11



 



 
  
 Privileged
and Confidential EXHIBIT 10.11 
 Date of Agreement 

19 May 2010 
 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 
 STANDARD SHIP MANAGEMENT AGREEMENT 
 CODE NAME:
“SHIPMAN 98” 
 Part I 
 Owners (name, place of registered office and law of registry) (Cl. 1) Managers (name, place of registered office and law of registry) (Cl. 1) 

Name SRV Joint Gas Two Ltd Name Höegh LNG Fleet Management AS Place of registered office Clifton House 75 Fort Street

 Grand Cayman Cayman Islands Place of registered office Drammensveien 134 0277 Oslo Norway Law of registry
Cayman Islands 
 Law of registry Norway Day and Year of commencement of Agreement (Cl. 2) 

Upon delivery of the Vessel from Samsung Heavy Industries Co. Ltd. 

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

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

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

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

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

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

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

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

Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) NO 

Owner’s Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) [6.3(ii)] 

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

USD 291,964 (cost pass-through) 
 Severance Costs (state maximum amount) (Cl. 8.4(ii)) N.A. 
 Day and year of termination of Agreement (Cl. 17) 

As per Clause 17 Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated)
(Cl. 19) 
 English Law as per cl 19.1. Any arbitration will take place in London 

Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl.
20) 
 SRV Joint Gas Two Ltd C/O Höegh LNG AS Drammensveien 134 P.O. Box 4, Skøyen 0212 Oslo Norway
Tel: +47 21 03 90 00 
 Fax: +47 21 03 90 13 Notices (state postal and cable address, telex and telefax number
for serving notice and communication to the Managers) (Cl. 20) 
 Höegh LNG Fleet Management AS
Drammensveien 134 P.O. Box 4 Skøyen 0212 Oslo Norway Telephone +47 21 03 90 00 
 Facsimile +47 21 03 90
13 Approved by the Documentary Committee of The Approved by Printed by BIMCO’s Idea Japan Shipping Exchange Inc., Tokyo the International Ship Manager’s Association (ISMA) 

Approved by the Documentary Committee of The Approved by Printed by BIMCO’s Idea Japan Shipping Exchange Inc., Tokyo
the International Ship Manager’s Association (ISMA) 







 



 
  
 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) 
 SRV Joint Gas Two Ltd. 
 /s/ THOMAS THORKILDSEN 
 Thomas Thorkildsen

 by Power of Attorney 
 SRV Joint Gas Two Ltd. Signature(s) (Managers) 

Höegh LNG Fleet Management AS 
 /s/ TSCUDI-MADSEN 
 Stephan Tscudi-Madsen

 Chairman of the Board 
 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
“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: 
 19 May 2010 
 Name of Vessel(s): 

GDF Suez Cape Ann 
 Particulars of Vessel(s): 
 Vessel Type: Shuttle
and Regasification Vessel (SRV)/Liquified Natural Gas Tanker 
 Cargo Capacity: 145,037.4 cbm 

LOA: 283.06 m 
 Breadth Moulded: 43.4 m 
 Design Draft: 11.4 m

 Gross Tonnage: 96153 ton 
 Summer Deadweight: 80986 mt 
 Classification
Society: DNV 
 Cargo Containment: Mark III reinforced membrane tanks 

Engine: Wartsila Industries Diesel Generator Engine (12L50DF *3 + 6L50DF *1) 

IMO Number: 9390680 
 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: 
 19 May 2010 

Details of Crew: 
 The Vessel will be crewed by a complement of 27 qualified crew under normal trading conditions. The number of officers may vary from time to time but the basis is 13 officers of mixed
nationalities. 
 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. 







 



 
  
 ANNEX
“C” (BUDGET) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98” 
 Date of Agreement: 
 19 May 2010 

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

As attached 
 Printed By BIMCO’s Idea 
 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 

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. “Vessel” means the vessel or vessels details of which are set out in Annex “A” attached hereto. 
 “Crew” means the Master, and the officers as provided by the Manager to the Vessel at any time and ratings of the numbers, rank and nationality as per the Manager’s at any
time current crewing procedures and manuals. 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 Organization (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. 
 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; 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31
32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 
 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63
(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 dockings, 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 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). 
 3.3 Commercial Management (only applicable if agreed according to Box 7) The Managers shall provide the commercial operation of the Vessel, as required by the Owners, which includes, but
is not limited to, the following functions: 
 (i) providing chartering services in accordance with the
Owners’ instructions which include, but are 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 despatch moneys due from or due to the charterers passengers 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 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 
 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 
 PART II “Shipman 98” Standard Ship Management 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. 







 



 
  
 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: 
 (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 arrange for the provision of bunker fuel of the quality specified by the Owners as required for the
Vessel’s trade. 
 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 of the Vessel 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 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150
151 152 153 154 155 156 157 158159 160161 162163 164 165 166 167 168 169170 171 172 173 174 175 176 177178 179 180 181 182 183 184 185 186 187 188 189 190 191 responsibilities imposed by the ISM Code when applicable. 

6. Insurance Policies 
 The Owners shall procure, whether by instructing the Managers under sub-clause 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 
 (iii) 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, 
 6.3 the Owners’ Insurances name the Managers and, subject to underwriters’ agreement, any third party designated by the Managers 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’ insurance; or 
 (ii) if reasonably obtainable, on terms such that neither the Managers nor any such third party shalt 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 (1), (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 be debited against 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. 
 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 192 193194 195 196 197 198 199 200 201 202 203 204 205 206207 208 209 210 211 212 213214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249250 251
252 253 254 255 256 
 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 
 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 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 calendar months and 
 (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 monthscalendar year 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 three months before commencement of the budget 

yearthe 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 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 produce a comparison between budgeted and actual income and expenditure of the Vessel in such form as
required by the Owners monthly 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-257 258 25260261 262263 264 265 266267 268 269 27271272273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320
321 322 
 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 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. 323 324 325326 327328 329 330 331332 333 334 335 336 337 338 339 340 341 342 343344 345 346 347 348 349 350 351352 353 354 355 356357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375376
377 378 379380 381 382 383 384 385 386 387 388 
 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 
 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.

 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 and shall make the same available for 
 inspection and auditing by the Owners 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 Laws 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 ninety (90) days 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 running days of
receipt by the Owners of the Managers written request or if the Vessel is repossessed by the Mortgagees. 
 (ii)
If the Owners: 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447
448 449 450 (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, 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. 

19. 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 451 452 453 454
455 456 457 45459 460 461 462 463 464 465466 467 468 469 470471 472 473 474 475 476 477 478479 480 481 482 483484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500501 502503 504 505 506 507 508 509 510 511 512 513 514 515 516 517 518

 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 
 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 shell advise 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. 519 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 537 538 539 540 541 542 543 544 545 546 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 in arbitration at a mutually agreed place, subject to the procedures applicable there. 

19.4 If Box 18 in Part I is not appropriately filed 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 followed by a copy by e-mail. 
 20.2 The address of
the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively. 547 
 548 549
550551 552553 554 555556 557 558559 560 561 562 563 564565 566 567 568 569 570 
 This document is a computer
generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the
original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.