d1274746_ex4-37.htm


Exhibit 4.37


 


 Printed by BIMCO's idea 


 


Approved by the documentary Committee of The Japan Shipping Exchange Inc., Tokyo 


 


Approved by the International Ship Sub-Managers’ Association  (ISMA)




 







 



	
1. Date of Agreement


 


1st June 2011


 


M/T DELOS


 

	
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT


 


CODE NAME:  "SHIPMAN 98"                                                Part 1


                                                                     


	
2.


 


 

	
Owner (name, place of registered office and law of registry) (Cl. 1)


MYTIKAS SHIPPING COMPANY LIMITED

	
3.

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


INTERNATIONAL SHIPMANAGEMENT INC.


	
Name


 



The Trust Company Complex, Ajeltake Road , Ajeltake Island, Majuro, Marshall Islands



	
Name


 


 


80 Broad Street, Monrovia, Liberia


	
Place of registered office


 


Marshall Islands

	
Place of registered office


 


Liberia


	

Law of registry



	

Law of registry




	
 

	
 


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


 


    1st June 2011

	  
	
5. Crew Management (state "yes" or "no" as agreed) (Cl. 3.1)


    YES


 


 

	
6. Technical Management (state "yes" or "no" as agreed) (Cl. 3.2)


     YES


	
7. Commercial Management (state "yes" or "no" as agreed) (Cl. 3.3)


     YES


 


 

	
8.  Insurance Arrangements (state "yes" or "no" as agreed) (Cl. 3.4)


     YES


	
9. Accounting Services (state "yes" or "no" as agreed) (Cl. 3.5)


    NO


 


 

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


       YES


	
11. Provisions (state "yes" or "no" as agreed) (Cl. 3.7)


      YES


 


 

	
12. Bunkering (state "yes" or "no" as agreed) (Cl. 3.8)


      YES


	
13. Chartering Services (only to be filled in if  "yes" stated in box 7) (Cl . 3.3(i))


      FOR THE ENTIRE DURATION OF THIS AGREEMENT


 


 

	
14. Managers' Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)


       (1)


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


      AS PER ANNEX "E"


 


 

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


      AT COST AS PER SEAMEN COLLECTIVE AGREEMENT


 


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


      FIVE YEARS FROM COMMENCEMENT


 


 

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


        AS PER CLAUSE 19.1


 


 


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


 


TOP SHIPS INC.


1, VAS.SOFIAS & MEG. ALEXANDROU STR.,


15124, MAROUSSI, ATHENS, GREECE


E-mail: vi@topships.org


Fax      : +30 210 6141 276

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


 


INTERNATIONAL SHIPMANAGEMENT INC.


1, VAS.SOFIAS & MEG. ALEXANDROU STR.,


15124, MAROUSSI, ATHENS, GREECE


E-mail: ops@internationalsmi.com


Fax      : +30 210 6141 202













	
  

	
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)


 


MYTIKAS SHIPPING COMPANY LIMITED


/s/ Alexandros Tsirikos / Attorney-in-Fact

	
Signature(s) (Managers)


 


INTERNATIONAL SHIPMANAGEMENT INC.


/s/ Andreas Louka / Attorney-in-Fact







 


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 test 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:

	
1st June 2011


 


 

	  
	  	  	  
	
Name of Vessel(s):

	
M/T DELOS


 

	  
	
Particulars of Vessel(s):

	  	  











 










	
TYPE OF VESSEL

	
OIL TANKER


	
CALL SIGN

	
ELNJ5


	
IMO NUMBER

	
8913590


	
FLAG

	
LIBERIA


	
YEAR BUILT

	
1991


	
SDWT

	
47067


	
NRT/GRT

	

13.568 MT/ 28.223 MT
























 












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 test 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:

	
1st June 2011


 


 


	
Details of Crew:

	
 













 



	 	Rank	 Number	 Nationality
	 	 	 	 





 









 


 


 


 


 


 


 


 


 


 









 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 test 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:                                                     1st June 2011






 


 


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


 


Please see "Appendix 1" International Shipmanagement Inc. Budget Proposal 2011.


 












































































































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 test 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:                                           1st June 2011







 


Details of Associated Vessels:


 


 


 


 


 


 


 


 


 


 


 











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 test 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 "E" (Management Fees)




 





	
Management Fee:

	  	
EURO 650 per day, for vessel on Time Charter, or Spot Charter.


	  	  	  
	
Annual Increase:

	  	
3% per annum for all fees. To be reviewed after the 5th anniversary.


	  	  	  
	
Services for SOX Compliance:

	  	
EURO 100 per day.


	  	  	  
	
Commercial Operation & Freight Collection services:

	  	
EURO 90 per day.


	  	  	  
	
Managers' Superintendent's Fee:

	  	
EURO 500 per day, plus actual expenses.


	  	  	  
	
Information System Fee:

	  	
EURO 10,000 per year.


	  	  	  
	
Commission on derivative agreements and new loan financing or loan refinancing:

	  	
0.2%


	  	  	  
	
Commission on all NEW hires / gross freight /demurrage/ ballast Bonus:

	  	
1.25%


	  	  	  
	
Commission on all EXISTING hires / gross freight/demurrage/ ballast Bonus for post fixture:

	  	
0.75%


	  	  	  
	
Sales and Purchase Commission:

	  	
1% of the sale or the purchase Price


	  	  	  
	
Insurance Services:

	  	
5% of the total insurance premiums per vessel


	  	  	  
	
In-house claims handling:

	  	
EURO 150 per person per day of 8 hours for handling all claims other than insurance and salvage.


	  	  	  
	
Legal fees for claims and general Corporate services:

	  	
At cost.


















	  	  	  	  
	  	
1.

	
Manager shall be entitled to receive additional remuneration for any increase in administrative costs and expenses resulting from the introduction of a new, or a change in the interpretation of applicable laws and regulations, or concerning ship management services.

	  
	  	  	  	  
	  	
2.

	
Owners to pay the deductible of any insurance claim relating to the vessels, or for any claim that is within such deductible range.

	  
	  	  	  	  
	  	
3.

	
Owners to pay any tax, dues, or ransom in a case of piracy, or fines imposed on vessel or Manager, due to the operation of the vessel.

	  
	  	  	  	  









  





  











  

















  





  











  







PART II





"SHIPMAN 98" Standard Ship Management Agreement


 


 




	
Definitions

	
1

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

	
 66


	
In this Agreement save where the context otherwise requires,

	
2

	  	
of valid medical certificates issued in accordance with

	
67


	
the following words and expressions shall have the meanings

	
3

	  	
appropriate flag State requirements. In the absence of

	
68


	
hereby assigned to them.

	
4

	  	
applicable flag State requirements the medical certificate shall

	
69


	  	  	  	
be dated not more than three months prior to the respective

	
70


	
"Owners" means the party identified in Box 2.

	
5

	  	
Crew members leaving their country of domicile and

	
71


	
"Managers" means the party identified in Box 3.

	
6

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

	
72


	
"Vessel" means the vessel or vessels details of which are set

	
7

	  	
(iv) ensuring that the Crew shall have a command of the English

	
73


	
out in Annex "A" attached hereto.

	
8

	  	
      language of a sufficient standard to enable them to perform

	
74


	
"Crew" means the Master, officers and ratings of the numbers,

	
9

	  	
       their duties safely;

	
75


	
rank and nationality specified in Annex "B" attached hereto.

	
10

	  	
(v)  arranging transportation of the Crew, including repatriation;

	
76


	
"Crew Support Costs" means all expenses of a general nature

	
11

	  	
(vi) training of the Crew and supervising their efficiency;

	
77


	
which are not particularly referable to any individual vessel for

	
12

	  	
(vii) conducting union negotiations;

	
78


	
the time being managed by the Managers and which are incurred

	
13

	  	
(viii) operating the Managers' drug and alcohol policy unless

	
79


	
by the Managers for the purpose of providing an efficient and

	
14

	  	
        otherwise agreed.

	
80


	
economic management service and, without prejudice to the

	
15

	  	
3.2 Technical Management

	
81


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

	
16

	  	
(only applicable if agreed according to Box 6)

	
82


	
pay, training schemes for officers and ratings, cadet training

	
17

	  	
The Managers shall provide technical management which

	
83


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

	
18

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

	
84


	
"Severance Costs" means the costs which the employers are

	
19

	  	
(i)  provision of competent personnel to supervise the

	
85


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

	
20

	  	
maintenance and general efficiency of the Vessel;

	
86


	
the early termination of any employment contract for service on

	
21

	  	
(ii)arrangement and supervision of dry dockings, repairs,

	
87


	
the Vessel.

	
22

	  	
alterations and the upkeep of the Vessel to the standards

	
88


	
"Crew Insurances" means insurances against crew risks which

	
23

	  	
required by the Owners provided that the Managers shall

	
89


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

	
24

	  	
be entitled to incur the necessary expenditure to ensure

	
90


	
injury, shipwreck unemployment indemnity and loss of personal

	
25

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

	
91


	
effects.

	
26

	  	
Vessel and of the places where she trades, and all

	
92


	
"Management Services" means the services specified in sub-

	
27

	  	
requirements and recommendations of the classification

	
93


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

	
28

	  	
society;

	
94


	
"ISM Code" means the International Management Code for the

	
29

	  	
(iii); Arrangement of the supply of necessary stores, spares and

	  95
	
Safe Operation of Ships and for Pollution Prevention as adopted

	
30

	  	
lubricating oil;

	
96


	
by the International Maritime Organization (IMO) by resolution

	
31

	  	
(iv) appointment of surveyors and technical consultants as the

	
97


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

	
32

	  	
Managers may consider from time to time to be necessary;

	  98
	
"STCW 95" means the International Convention on Standards

	
33

	  	
(v) development, implementation and maintenance of a Safety

	
99


	
of Training, Certification and Watchkeeping for Seafarers, 1978,

	
34

	  	
Management System (SMS) in accordance with the ISM

	
100


	
as amended in 1995 or any subsequent amendment thereto.

	
35

	  	
Code (see sub-clauses 4.2 and 5.3).

	  101
	
2. Appointment of Managers

	
36

	  	
3.3 Commercial Management

	
102


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

	
37

	  	
(only applicable if agreed according to Box 7)

	
103


	
unless and until terminated as provided herein, the Owners

	
38

	  	
The Managers shall provide the commercial operation of the

	
104


	
hereby appoint the Managers and the Managers hereby agree

	
39

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

	
105


	
to act as the Managers of the Vessel.

	
40

	  	
limited to, the following functions:

	
106


	
3. Basis of Agreement

	
41

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

	
107


	
Subject to the terms and conditions herein provided, during the

	
42

	  	
instructions which include, but are not limited to, seeking

	
108


	
period of this Agreement, the Managers shall carry out

	
43

	  	
and negotiating employment for the Vessel and the conclusion

	
109


	
Management Services in respect of the Vessel as agents for

	
44

	  	
(including the execution thereof) of charter parties or other

	
110


	
and on behalf of the Owners. The Managers shall have authority

	
45

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

	
111


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

	
46

	  	
contract exceeds the period stated in Box 13. consent thereto

	
112


	
discretion consider to be necessary to enable them to perform

	
47

	  	
in writing shall first be obtained from the Owners.

	
113


	
this Agreement in accordance with sound ship management

	
48

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

	
114


	
practice.

	
49

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

	
115


	
3.1 Crew Management

	
 50

	  	
whatsoever nature to which Owners may be entitled arising

	
116


	
(only applicable if agreed according to Box 5)

	
51

	  	
out of the employment of or otherwise in connection with the

	
117


	
The Managers shall provide suitably qualified Crew for the Vessel

	
52

	  	
Vessel.

	
118


	
as required by the Owners in accordance with the STCW 95

	
53

	  	
(iii) providing voyage estimates and accounts and calculating of

	
119


	
requirements, provision of which includes but is not limited to

	
54

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

	
120


	
the following functions:

	
55

	  	
or due to the charterers of the Vessel;

	
121


	
(i)   selecting and engaging the Vessel's Crew, including payroll

	
56

	  	
(iv) issuing of voyage instructions;

	
122


	
arrangements, pension administration, and insurances for

	
57

	  	
(v) appointing agents;

	
123


	
the Crew other than those mentioned in Clause 6:

	
58

	  	
(vi) appointing stevedores;

	
124


	
(ii) ensuring that the applicable requirements of the law of the

	
59

	  	
(vii)arranging surveys associated with the commercial operation

	
125


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

	
60

	  	
of the Vessel.

	  126
	
rank, qualification and certification of the Crew and

	
61

	  	
3.4  Insurance Arrangements

	  127
	
employment regulations including Crew's tax, social

	
62

	  	
(only applicable if agreed according to Box 8)

	
128


	
insurance, discipline and other requirements;

	
63

	  	
The Managers shall arrange insurances in accordance with

	
129


	
(iii) ensuring that all members of the Crew have passed a medical

	
64

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

	
130


	
examination with a qualified doctor certifying that they are fit

	
65

	  	
have instructed or agreed, in particular regarding conditions,

	
131











  





  











  








PART II


"SHIPMAN 98" Standard Ship Management Agreement


 












	
insured values, deductibles and franchises.

	
132

	  	
6. Insurance Policies

	
193


	  	  	  	
The Owners shall procure, whether by instructing the Managers

	
194


	
3.5 Accounting Services

	
133

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

	
195


	
(only applicable if agreed according to Box 9)

	
134

	  	
this Agreement:

	
196


	
The Managers shall:

	
135

	  	
6.1 at the Owners' expense, the Vessel is insured for not less

	
197


	
(i)   establish an accounting system which meets the

	
136

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

	
198


	
requirements of the Owners and provide regular accounting

	
137

	  	
as the case may be for:

	
199


	
services, supply regular reports and records,

	
138

	  	
(i)   usual hull and machinery marine risks (including crew

	
200


	
(ii) maintain the records of all costs and expenditure incurred

	
139

	  	
negligence) and excess liabilities;

	
201


	
as well as data necessary or proper for the settlement of

	
140

	  	
(ii) protection and indemnity risks (including pollution risks and

	
202


	
accounts between the parties.

	
141

	  	
Crew Insurances); and

	
203


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

	
204


	
3.6 Sale or Purchase of the Vessel

	
142

	  	
in accordance with the best practice of prudent  owners of

	
205


	
(only applicable if agreed according to Box 10)

	
143

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

	
206


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

	
144

	  	
companies, underwriters or associations ("the Owners'

	
207


	
supervise the sale or purchase of the Vessel, including the

	
145

	  	
Insurances");

	
208


	
performance of any sale or purchase agreement, but not

	
146

	  	
6.2 all premiums and calls on the Owners' Insurances are paid

	
209


	
negotiation of the same.

	
147

	  	
promptly by their due date,

	
210


	
3.7 Provisions (only applicable if agreed according to Box 11)

	
148

	  	
6.3 the Owners' Insurances name the Managers and, subject

	
211


	
The Managers shall arrange for the supply of provisions.

	
149

	  	
to underwriters' agreement, any third party designated by the

	
212


	
3.8 Bunkering (only applicable if agreed according to Box 12)

	
150

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

	
213


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

	
151

	  	
obtaining cover in respect of each of the insurances specified in

	
214


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

	
152

	  	
sub-clause 6.1:

	
215


	  	  	  	
(i)   on terms whereby the Managers and any such third party

	
216


	
4. Managers' Obligations

	
153

	  	
are liable in respect of premiums or calls arising in connection

	
217


	
4.1 The Managers undertake to use their best endeavours to

	
154

	  	
with the Owners'Insurances; or

	
218


	
provide the agreed Management Services as agents for and on

	
155

	  	
(ii) if reasonably obtainable, on terms such that neither the

	
219


	
behalf of the Owners in accordance with sound ship management

	
156

	  	
Managers nor any such third party shall be under any

	
220


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

	
157

	  	
liability in respect of premiums or calls arising in connection

	
221


	
all matters relating to the provision of services hereunder.

	
158

	  	
with the Owners' Insurances; or

	
222


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

	
159

	  	
(iii) on such other terms as may be agreed in writing.

	
223


	
management responsibilities under this Agreement shall be entitled

	
160

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

	
224


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

	
161

	  	
blank then (i) applies.

	
225


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

	
162

	  	
6.4 written evidence is provided, to the reasonable satisfaction

	
226


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

	
163

	  	
of the Managers, of their compliance with their obligations under

	
227


	
the Managers shall be entitled to allocate available supplies,

	
164

	  	
Clause 6 within a reasonable time of the commencement of

	
228


	
manpower and services in such manner as in the prevailing

	
165

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

	
229


	
circumstances the Managers in their absolute discretion consider

	
166

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

	
230


	
to be fair and reasonable.

	
167

	  	
7. Income Collected and Expenses Paid on Behalf of Owners

	
231


	
4.2 Where the Managers are providing Technical Management

	
168

	  	
7.1 All moneys collected by the Managers under the terms of

	
232


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

	
169

	  	
this Agreement (other than moneys payable by the Owners to

	
233


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

	
170

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

	
234


	
they shall in particular be deemed to be the "Company" as defined

	
171

	  	
credit of the Owners in a separate bank account.

	
235


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

	
172

	  	
7.2 All expenses incurred by the Managers under the terms

	
236


	
the Vessel and taking over the duties and responsibilities imposed

	
173

	  	
of this Agreement on behalf of the Owners (including expenses

	
237


	
by the ISM Code when applicable.

	
174

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

	
238


	  	  	  	
in the account referred to under sub-clause 7J, but shall in any

	
239


	
5. Owners' Obligations

	
175

	  	
event remain payable by the Owners to the Managers on

	
240


	
5.1 The Owners shall pay all sums due to the Managers punctually

	
176

	  	
demand.

	
241


	
in accordance with the terms of this Agreement.

	
177

	  	  	  
	
5.2 Where the Managers are providing Technical Management

	
178

	  	
8. Management Fee

	
242


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

	
179

	  	
8.1 (a) The Owners shall pay to the Managers for their services

	
243


	
(i)   procure that all officers and ratings supplied by them or on

	
180

	  	
as Managers under this Agreement an annual a daily management

	
244


	
their behalf comply with the requirements of STCW 95;

	
181

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

	
245


	
(ii)   instruct such officers and ratings to obey all reasonable orders

	
182

	  	
monthly instalments in advance, the first instalment being

	
246


	
of the Managers in connection with the operation of the

	
183

	  	
payable on the commencement of this Agreement (see Clause

	
247


	
Managers' safety management system.

	
184

	  	
2 and Box 4) and subsequent instalments being payable every

	
248


	
5.3 Where the Managers are not providing Technical Management

	
185

	  	
month.

	
249


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

	
186

	  	
8.2  The management fee shall be subject to an annual review

	
250


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

	
187

	  	
on the anniversary date of the Agreement and the proposed

	
251


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

	
188

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

	
252


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

	
189

	  	
Clause 9.1

	
253


	
"Company" as defined by the ISM Code assuming the responsibility

	
190

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

	
254


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

	
191

	  	
their own office accommodation, office staff, facilities and

	
255


	
responsibilities imposed by the ISM Code when applicable.

	
192

	  	
stationery. Without limiting the generality of Clause 7 the Owners

	
256


	  	  	  	
shall reimburse the Managers for postage and communication

	
257


	  	  	  	
expenses, travelling expenses, and other out of pocket

	
258


	  	  	  	
expenses properly incurred by the Managers in pursuance of

	
259


	  	  	  	  	  













  





  











  










 PART II


 



"SHIPMAN 98" Standard Ship Management Agreement






 



	
the Management Services.

	
260

	  	
11.Responsibilities

	
325


	
8.4 In the event of the appointment of the Managers being

	
261

	  	
11.1 Force Majeure - Neither the Owners nor the Managers

	
326


	
terminated by the Owners or the Managers in accordance with

	
262

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

	
327


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

	
263

	  	
obligations hereunder by reason of any cause whatsoever of

	
328


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

	
264

	  	
any nature or kind beyond their reasonable control.

	
329


	
disposed of, the "management fee" payable to the Managers

	
265

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

	
330


	
according to the provisions of sub-clause 8.1.. shall continue to

	
266

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

	
331


	
be payable for a further period of three calendar months as

	
267

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

	
332


	
from the termination date. In addition, provided that the

	
268

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

	
333


	
Managers provide Crew for the Vessel in accordance with sub-

	
269

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

	
334


	
clause 3.1:

	
270

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

	
335


	
(i)   the Owners shall continue to pay Crew Support Costs during

	
271

	  	
performance of the Management Services UNLESS same is

	
336


	
the said further period of three calendar months and

	
272

	  	
proved to have resulted solely from the negligence, gross

	
337


	
(ii) the Owners shall pay an equitable proportion of any

	
273

	  	
negligence or wilful default of the Managers or their employees,

	
338


	
Severance Costs which may materialize, not exceeding

	
274

	  	
or agents or sub-contractors employed by them in connection

	
339


	
the amount stated in Box 16.

	
275

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

	
340


	
8.5 If the Owners decide to lay-up the Vessel whilst this

	
276

	  	
or expense has resulted from the Managers' personal act or

	
341


	
Agreement remains in force and such lay-up lasts for more

	
277

	  	
omission committed with the intent to cause same or recklessly

	
342


	
than three months, an appropriate reduction of the management

	
278

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

	
343


	
fee for the period exceeding three months until one month

	
279

	  	
would probably result) the Managers' liability for each incident

	
344


	
before the Vessel is again put into service shall be mutually

	
280

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

	
345


	
agreed between the parties.

	
281

	  	
exceed a total of ten times the annual management fee payable

	
346


	
8.6 Unless otherwise agreed in writing all discounts and

	
282

	  	
hereunder.

	
347


	
commissions obtained by the Managers in the course of the

	
283

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

	
348


	
management of the Vessel shall be credited to the Owners.

	
284

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

	
349


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

	
350


	
9. Budgets and Management of Funds

	
285

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

	
351


	
9.1 The Managers shall present to the Owners annually a

	
286

	  	
to have resulted from a failure by the Managers to discharge

	
352


	
budget for the following twelve months in such form as the

	
287

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

	
353


	
Owners require. The budget for the first year hereof is set out

	
288

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

	
354


	
in Annex "C" hereto. Subsequent annual budgets shall be

	
289

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

	
355


	
prepared by the Managers and submitted to the Owners not

	
290

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

	
356


	
less than three months before the anniversary date of the

	
291

	  	
clause 11.2, the Owners hereby undertake to keep the Managers

	
357


	
commencement of this Agreement (see Clause 2 and Box 4).

	
292

	  	
and their employees, agents and sub-contractors indemnified

	
358


	
9.2 The Owners shall indicate to the Managers their acceptance

	
293

	  	
and to hold them harmless against all actions, proceedings,

	
359


	
and approval of the annual budget within one month of

	
294

	  	
claims, demands or liabilities whatsoever or howsoever arising

	
360


	
presentation and in the absence of any such indication the

	
295

	  	
which may be brought against them or incurred or suffered by

	
361


	
Managers shall be entitled to assume that the Owners have

	
296

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

	
362


	
accepted the proposed budget.

	
297

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

	
363


	
9.3 Following the agreement of the budget, the Managers shall

	
298

	  	
damages and expenses (including legal costs and expenses on

	
364


	
prepare and present to the Owners their estimate of the working

	
299

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

	
365


	
capital requirement of the Vessel and the Managers shall each

	
300

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

	
366


	
month up-date this estimate. Based thereon, the Managers shall

	
301

	  	
this Agreement.

	
367


	
each month request the Owners in writing for the funds required

	
302

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

	
303

	  	
11.4 "Himalaya" - It is hereby expressly agreed that no

	
368


	
of any occasional or extraordinary item of expenditure, such as

	
304

	  	
employee or agent of the Managers (including every sub-

	
369


	
emergency repair costs, additional insurance premiums, bunkers

	
305

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

	
370


	
or provisions. Such funds shall be received by the Managers

	
306

	  	
any circumstances whatsoever be under any liability whatsoever

	
371


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

	
307

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

	
372


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

	
308

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

	
373


	
Owners in a separate bank account.

	
309

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

	
374


	
9.4 The Managers shall produce a comparison between

	
310

	  	
with his employment and, without prejudice to the generality of

	
375


	
budgeted and actual income and expenditure of the Vessel in

	
311

	  	
the foregoing provisions in this Clause 11, every exemption,

	
376


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

	
312

	  	
limitation, condition and liberty herein contained and every right,

	
377


	
intervals as mutually agreed.

	
313

	  	
exemption from liability, defence and immunity of whatsoever

	
378


	
9.5 Notwithstanding anything contained herein to the contrary,

	
314

	  	
nature applicable to the Managers or to which the Managers are

	
379


	
the Managers shall in no circumstances be required to use or

	
315

	  	
entitled hereunder shall also be available and shall extend to

	
380


	
commit their own funds to finance the provision of the

	
316

	  	
protect every such employee or agent of the Managers acting

	
381


	
Management Services.

	
317

	  	
as aforesaid and for the purpose of all the foregoing provisions

	
382


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

	
383


	
10.Managers' Right to Sub-Contract

	
318

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

	
384


	
The Managers shall not have the right to sub-contract any of

	
319

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

	
385


	
their obligations hereunder, including those mentioned in sub-

	
320

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

	
386


	
clause 3.1 without the prior written consent of the Owners which

	
321

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

	
387


	
shall not be unreasonably withheld. In the event of such a sub-

	
322

	  	
Agreement.

	
388


	
contract the Managers shall remain fully liable for the due

	
323

	  	  	  
	
performance of their obligations under this Agreement.

	
324

	  	
12.Documentation

	
389


	  	  	  	
Where the Managers are providing Technical Management in

	
390


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

	
391


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

	
392


	  	  	  	  	  
	  	  	  	  	  













  





  











  















PART II





"SHIPMAN 98" Standard Ship Management Agreement






 




	
upon Owners' request, all documentation and records related

	
393

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

	
459


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

	
394

	  	
in the reasonable opinion of the Managers is unduly

	
460


	
which the Managers need in order to demonstrate compliance

	
395

	  	
hazardous or improper,

	
461


	
with the ISM Code and STCW 95 or to defend a claim against

	
396

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

	
462


	
a third party.

	
397

	  	
requiring them to remedy it as soon as practically possible.

	
463


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

	
464


	
13.General Administration

	
398

	  	
reasonable time to the satisfaction of the Managers, the

	
465


	
13.1 The Managers shall handle and settle all claims arising

	
399

	  	
Managers shall be entitled to terminate the Agreement

	
466


	
out of the Management Services hereunder and keep the Owners

	
400

	  	
with immediate effect by notice in writing.

	
467


	
informed regarding any incident of which the Managers become

	
401

	  	
18.2 Managers'Default

	
468


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

	
402

	  	
If the Managers fail to meet their obligations under Clauses 3

	
469


	
third parties.

	
403

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

	
470


	
13.2 The Managers shall, as instructed by the Owners, bring

	
 404

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

	
471


	
or defend actions, suits or proceedings in connection with matters

	
405

	  	
default, requiring them to remedy it as soon as practically

	
472


	
entrusted to the Managers according to this Agreement.

	
406

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

	
473


	
13.3 The Managers shall also have power to obtain legal or

	
407

	  	
reasonable time to the satisfaction of the Owners, the Owners

	
474


	
technical or other outside expert advice in relation to the handling

	
408

	  	
shall be entitled to terminate the Agreement with immediate effect

	
 475


	
and settlement of claims and disputes or all other matters

	
409

	  	
by notice in writing.

	
476


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

	
410

	  	
18.3 Extraordinary Termination

	
477


	
13.4 The Owners shall arrange for the provision of any

	
411

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

	
478


	
necessary guarantee bond or other security.

	
412

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

	
479


	
13.5 Any costs reasonably incurred by the Managers in

	
413

	  	
declared as a constructive or compromised or arranged total

	
480


	
carrying out their obligations according to Clause 13 shall be

	
414

	  	
loss or is requisitioned.

	
481


	
reimbursed by the Owners.

	
415

	  	
For the purpose of sub-clause 18.3 hereof

	
482


	  	  	  	
(i)  the date upon which the Vessel is to be treated as having

	
483


	
14. Auditing

	
416

	  	
been sold or otherwise disposed of shall be the date on

	
484


	
The Managers shall at all times maintain and keep true and

	
417

	  	
which the Owners cease to be registered as Owners of

	
485


	
correct accounts and shall make the same available for inspection

	
418

	  	
the Vessel;

	
486


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

	
419

	  	
(ii) the Vessel shall not be deemed to be lost unless either

	
487


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

	
420

	  	
she has become an actual total loss or agreement has

	
488


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

	
421

	  	
been reached with her underwriters in respect of her

	
489


	
requested, the originals where possible, or otherwise certified

	
422

	  	
constructive, compromised or arranged total loss or if such

	
490


	
copies, of all such accounts and all documents specifically relating

	
423

	  	
agreement with her underwriters is not reached it is

	
491


	
to the Vessel and her operation.

	
424

	  	
adjudged by a competent tribunal that a constructive loss

	
492


	  	  	  	
of the Vessel has occurred.

	
493


	
15.lnspection of Vessel

	
425

	  	
18.5  This Agreement shall terminate forthwith in the event of

	
494


	
The Owners shall have the right at any time after giving

	
426

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

	
495


	
reasonable notice to the Managers to inspect the Vessel for any

	
427

	  	
dissolution, liquidation or bankruptcy of either party (otherwise

	
496


	
reason they consider necessary.

	
428

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

	
497


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

	
498


	
16.Compliance with Laws and Regulations

	
429

	  	
on business or makes any special arrangement or composition

	
499


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

	
430

	  	
with its creditors.

	
500


	
might cause any breach or infringement of the laws and

	
431

	  	
18.6  The termination of this Agreement shall be without

	
501


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

	
432

	  	
prejudice to all rights accrued due between the parties prior to

	
502


	  	  	  	
the date of termination.

	
503


	
17.Duration of the Agreement

	
433

	  	
18.7 A change of control of either party shall not terminate this

	
504


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

	
434

	  	
Agreement.

	
505


	
in Box 4 and shall continue until the date stated in Box 17.

	
435

	  	  	  
	
Thereafter it shall continue until terminated by either party giving

	
436

	  	
19.Law and Arbitration

	
506


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

	
437

	  	
19.1 This Agreement shall be governed by and construed in

	
507


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

	
438

	  	
accordance with English law and any dispute arising out of or

	
508


	
date upon which such notice was given. In case Owners wish to terminate

	
439

	  	
in connection with this Agreement shall be referred to arbitration

	
509


	
 the Agreement earlier than the date stated in Box 17 Owners will  pay the

	
440

	  	
in London in accordance with the Arbitration Act 1996 or

	
510


	
Managers all fees as per Anneex "E" for the remaining period until the date 

	
441

	  	
any statutory modification or re-enactment thereof save to

	
511


	
stated in Box 17.

	
442

	  	
the extent necessary to give effect to the provisions of this

	
512


	  	  	  	
Clause.

	
513


	  	  	  	
The arbitration shall be conducted in accordance with the

	
514


	
18.Termination

	
443

	  	
London Maritime Arbitrators Association (LMAA) Terms

	
515


	
18.1 Owners' default

	
444

	  	
current at the time when the arbitration proceedings are

	
516


	
(i)  The Managers shall be entitled to terminate the Agreement

	
445

	  	
commenced.

	
517


	
with immediate effect by notice in writing if any moneys

	
446

	  	
The reference shall be to three arbitrators. A party wishing

	
518


	
payable by the Owners under this Agreement and/or the

	
447

	  	
to refer a dispute to arbitration shall appoint its arbitrator

	
519


	
Owners of any associated vessel, details of which are listed

	
448

	  	
and send notice of such appointment in writing to the other

	
520


	
in Annex "D". shall not have been received in the Managers'

	
449

	  	
party requiring the other party to appoint its own arbitrator

	
521


	
nominated account within ten running days of receipt by

	
450

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

	
522


	
the Owners of the Managers written request or if the Vessel

	
451

	  	
appoint its arbitrator as sole arbitrator unless the other party

	
523


	
is repossessed by the Mortgagees.

	
452

	  	
appoints its own arbitrator and gives notice that it has done

	
524


	
(ii) If the Owners:

	
453

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

	
525


	
(a) fail to meet their obligations under sub-clauses 5.2

	
454

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

	
526


	
and 5.3 of this Agreement for any reason within their

	
455

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

	
527


	
control, or

	
456

	  	
arbitration may, without the requirement of any further prior

	
528


	
(b) proceed with the employment of or continue to employ

	
457

	  	  	  
	
the Vessel in the carriage of contraband, blockade

	
458

	  	  	  









  





  











  










PART II





"SHIPMAN 98" Standard Ship Management Agreement













	
notice to the other party, appoint its arbitrator as sole

	
529

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

	
554


	
arbitrator and shall advise the other party accordingly. The

	
530

	  	
parties may agree) the arbitration shall be conducted in

	
555


	
award of a sole arbitrator shall be binding on both parties

	
531

	  	
accordance with the Shortened Arbitration Procedure of the

	
556


	
as if he had been appointed by agreement.

	
532

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

	
557


	
Nothing herein shall prevent the parties agreeing in writing

	
533

	  	
the arbitration proceedings are commenced.

	
558


	
to vary these provisions to provide for the appointment of a

	
534

	  	
19.3 This Agreement shall be governed by and construed

	
559


	
sole arbitrator.

	
535

	  	
in accordance with the laws of the place mutually agreed by

	
560


	
In cases where neither the claim nor any counterclaim

	
536

	  	
the parties and any dispute arising out of or in connection

	
561


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

	
537

	  	
with this Agreement shall be referred to arbitration at a

	
562


	
parties may agree) the arbitration shall be conducted in

	
538

	  	
mutually agreed place, subject to the procedures applicable

	
563


	
accordance with the LMAA Small Claims Procedure current

	
539

	  	
there.

	
564


	
at the time when the arbitration proceedings are commenced.

	
540

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

	
565


	
19.2 This Agreement shall be governed by and construed

	
541

	  	
clause 19.1 of this Clause shall apply.

	
566


	
in accordance with Title 9 of the United States Code and

	
542

	  	  	  
	
the Maritime Law of the United States and any dispute

	
543

	  	
Note: 19.1. 19.2 and 19.3 are alternatives; indicate

	
567


	
arising out of or in connection with this Agreement shall be

	
544

	  	
alternative agreed in Box 18.

	
568


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

	
545

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

	
546

	  	
20.Notices

	
569


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

	
547

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

	
570


	
final, and for the purposes of enforcing any award,

	
548

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

	
571


	
judgement may be entered on an award by any court of

	
549

	  	
registered or recorded mail or by personal service.

	
572


	
competent jurisdiction. The proceedings shall be conducted

	
550

	  	
20.2 The address of the Parties for service of such

	
573


	
in accordance with the rules of the Society of Maritime

	
551

	  	
communication shall be as stated in Boxes 19 and 20,

	
574


	
Arbitrators, Inc.

	
552

	  	
respectively.

	
575


	
In cases where neither the claim nor any counterclaim

	
553