ex10-9.htm


    Exhibit
10.9

     

     

    
      
        	
                1.

              	
                Date
      of Agreement

                January
      11, 2009

              	 
      	
                THE
      BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

                STANDARD
      SHIP MANAGEMENT AGREEMENT

                CODE
      NAME: “SHIPMAN 98”

                 Part I

              
	 
      	 
      	 
      	 
      
	
                2.

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

              	 
      	
                3.

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

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Name

              	 
      	 
      	
                Name

              
	 
      	
                 

              	 
      	 
      	
                Tanker
      Management Ltd.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Place
      of registered office

              	 
      	 
      	
                Place
      of registered office

              
	 
      	
                Majuro,
      Marshall Islands

                 

                Law
      of registry

                Marshall
      Islands

              	 
      	 
      	
                Quorum
      4

                Balliol
      Business Park East

                Benton
      Lane

                Newcastle
      upon Tyne

                NE12
      8EZ

                England

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Law
      of registry

              
	 
      	 
      	 
      	 
      	
                England

              
	 
      	 
      	 
      	 
      	 
      
	
                4.

              	
                Day
      and year of commencement of Agreement (CI.
      2)

                16
      January 2009 - See Clause 2

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                5.

              	
                Crew
      management (state “yes” or “no” as agreed) (CI.
      3.1)

                Yes

              	 
      	
                6.

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

                Yes

              
	 
      	 
      	 
      	 
      	 
      
	
                7.

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

                No

              	 
      	
                8.

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

                Yes

              
	 
      	 
      	 
      	 
      	 
      
	
                9.

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

                Yes

              	 
      	
                10.

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

                No

              
	 
      	 
      	 
      	 
      	 
      
	
                11.

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

                Yes

              	 
      	
                12.

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

                No

              
	 
      	 
      	 
      	 
      	 
      
	
                13.

              	
                Chartering
      Services Period (only to be filled in if “yes” stated in Box 7) (CI. 3.3(i))

                N/A

              	 
      	
                14.

              	
                Owners’
      Insurance (state alternative (i), (ii) or (iii) of CL 6.3)

                See
      Clause 6.3(ii)

              
	 
      	 
      	 
      	 
      	 
      
	
                15.

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

                 

              	 
      	
                16.

              	
                Severance
      Costs (state maximum amount) (CI.
      8.4(ii))

                N/A

              
	 
      	 
      	 
      	 
      	 
      
	
                17.

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

                See
      Clause 21

              	 
      	
                18.

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

                See
      Clause 19.2

              
	 
      	 
      	 
      	 
      	 
      
	
                19.

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

                 

                26
      New Street

                St.
      Helier

                Jersey
      JE23 R4

                Channel
      Islands

              	 
      	
                20.

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

                Tanker
      Management Ltd.

                Quorum
      4, Balliol Business Park East, Benton Lane

                Newcastle
      upon Tyne, NE12 8EZ, England

                Fax
      No: 0870 607 9544

              


      

      


      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)

              	 
      	 
      	
                Signature(s)
      (Managers)

                 

                 

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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:

      See
Box 1

      


      Name of
Vessel(s):

       

      


      Particulars
of Vessel(s):

       

      Flag:  Marshall
Islands

      


      GT:  

       

       

      DWT:  

       

      
LOA:  

      
 

       

      Beam
(Extreme):  

       

      
Beam
(Moulded):  

       

       

      Class:  

       

       

      Year
Built:  

      
 

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
“B” (DETAILS OF CREW) TO

      THE
BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

      


      Date of
Agreement:

      See
Box 1

      Details
of Crew:

      


      


      


      


      
        	
                Numbers

              	
                Rank

              	
                Nationality

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                
                

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	 
      	 
      	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
“C” (BUDGET) TO

      THE
BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

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

       

       

       

      Date of
Agreement:

      See
Box 1

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

      Budget
as attached.

      
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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:

      See
Box 1

      Details
of Associated Vessels:

      OVERSEAS
ANIA

      OVERSEAS
ANN

      OVERSEAS
CATHY

      OVERSEAS
CHRIS

      OVERSEAS
REBECCA

      OVERSEAS
REGAL

      OVERSEAS
SOPHIE

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      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.

                  
	 
      	 
      
	 
      	
                    “Charter” means the time
      charter between the Owners
      and            of
      Majuro, Marshall Islands dated October 6, 2005 relating to the
      Vessel.

                  
	 
      	 
      
	 
      	
                    “Crew” means the Master,
      officers and ratings of the Vessel, rank and nationality specified in
      Annex ‘B”
      attached hereto.

                  
	 
      	 
      
	 
      	
                    “Crew Support Costs”
      means all expenses of a general nature which are not particularly
      referable to any individual vessel for the time being managed by the
      Managers and which are incurred by the Managers for the purpose of
      providing an efficient and economic management service and, without
      prejudice to the generality of the foregoing, shall include the cost of
      crew standby pay, training schemes for officers and ratings, cadet
      training schemes, sick pay, study pay, recruitment and
      interviews.

                  
	 
      	 
      
	 
      	
                    “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 subclauses 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;

                  
	 
      	 
      	 
      
	 
      	
                    (ii)

                  	
                    ensuring
      that the applicable requirements of the law of the flag of the Vessel are
      satisfied in respect of manning levels, rank, qualification and
      certification of the Crew and employment regulations including Crew’s tax,
      social insurance, discipline and other requirements;

                  
	 
      	 
      	 
      
	 
      	
                    (iii)

                  	
                    ensuring
      that all members of the Crew have passed a medical examination with a
      qualified doctor certifying that they are fit for the duties for which
      they are engaged and are in possession of valid medical certificates
      issued in accordance with appropriate flag State
      requirements.  In the absence of applicable flag State
      requirements the medical certificate shall be dated not more than three
      months prior to the respective Crew members leaving their country of
      domicile and maintained for the duration of their service on board the
      Vessel;

                  
	 
      	 
      	 
      
	 
      	
                    (iv)

                  	
                    ensuring
      that the Crew shall have a command of the English language of a sufficient
      standard to enable them to perform their duties safely;

                  
	 
      	 
      	 
      
	 
      	
                    (v)

                  	
                    arranging
      transportation of the Crew, including repatriation;

                  
	 
      	 
      	 
      
	 
      	
                    (vi)

                  	
                    training
      of the Crew and supervising their efficiency;

                  
	 
      	 
      	 
      
	 
      	
                    (vii)

                  	
                    conducting
      union negotiations;

                  
	 
      	 
      	 
      
	 
      	
                    (viii)

                  	
                    operating
      the Managers’ drug and alcohol policy unless otherwise
    agreed;

                  
	 
      	 
      	 
      
	 
      	
                    (ix)

                  	
                    the
      Crew provided under Clause 3.1 does not include additional Crew for
      lightering duties.  During lightering the Manager will arrange
      for the Vessel to be manned with one additional Chief Officer for VLCC’s
      and one chief officer, one 2nd engineer, one pumpman and one AB for
      Aframax long term lightering.

                  
	 
      	 
      	 
      
	 
      	
                    (x)

                  	
                    If
      the Owners complain of the conduct of any of the Crew, the Managers shall
      immediately investigate the complaint.  If the complaint proves
      to be well founded, the Managers shall, without delay, make a change in
      the appointments and the Managers shall in any event communicate the
      result of their investigation to the Owners as soon as
      possible.

                  


          

        

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        
          
            	 
      	
                    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 necessary to ensure that the Vessel will comply with the
      requirements of the Charter, the law of the flag of the Vessel and of the
      places where she trades, and all requirements and recommendations of the
      classification society; The Managers shall notify the Owners of
      extraordinary and non-budgeted expenditure over US
  $25,000;

                  
	 
      	 
      	 
      
	 
      	
                    (iii)

                  	
                    arrangement
      of the supply of necessary stores, spares and lubricating oil and
      greases.  The level and time of the supply of such items shall
      be based on that which a prudent owner of a vessel of the age and
      characteristics of the Vessel (including but not limited to its operating
      history, planned maintenance and known wear and tear) would arrange so as
      to minimize off-hire time and to undertake such maintenance as may safely
      be carried out at sea by the crew;

                  
	 
      	 
      	 
      
	 
      	
                    (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 subclause 4.2);

                  
	 
      	 
      	 
      
	 
      	
                    (vi)

                  	
                    Ensuring
      that the Vessel receives at least two visits per year from one of the
      Managers’ technical superintendents;

                  
	 
      	 
      	 
      
	 
      	
                    (vii)

                  	
                    arrangement
      of oil company vetting so as to comply with the Owner’s obligations under
      the Charter.

                  
	 
      	 
      	 
      
	 
      	
                    (viii)

                  	
                    Upon
      termination of this Agreement under clause 17 (termination by notice in
      writing) the Managers shall cooperate with the Owners’ new managers,
      officers and crew and provide reasonable assistance to effect a smooth
      transition of management and crewing.  The Managers’ duties
      under this Agreement shall not extend beyond the date of termination of
      this Agreement and are subject to the other terms of this
      Agreement.

                  


          

        

         

        
          
            	 
      	
                    3.3

                  	
                    Commercial
      Management

                  
	 
      	
                    N/A

                  


          

        

      

       

      
        
          	 
      	
                  3.4

                	
                  Insurance
      Arrangements

                
	 
      	
                  (only applicable if agreed
      according to Box
      8)

                


        

      

      


      
        
          	 
      	
                  (a)

                	
                  The
      Managers shall arrange insurances in accordance with Clause 6, on
      such terms and conditions as the Owners shall have instructed or agreed in
      writing, in particular regarding conditions, insured values, deductibles
      and franchises.

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  The
      Managers shall provide the Owners with written evidence, to the Owners’
      reasonable satisfaction, of the Managers’ compliance with their
      obligations under Clause 6 within a reasonable time of the commencement of
      this Agreement, and on each renewal date and, if specifically requested,
      of each payment date of the Owners’ Insurances.

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  If
      the Owners request, the Managers agree to include the Owners in the
      Managers’ insurance
programme.

                


        

      

      


      
        
          	 
      	
                  3.5

                	
                  Accounting
      Services

                
	 
      	
                  (only applicable if agreed
      according to Box
      9)

                


        

      

      


      
        
          	 
      	
                  The
      Managers shall:

                


        

      

      


      
        
          	 
      	
                  (i)

                	
                  use
      their existing internal accounting system to provide regular services,
      supply regular reports and records.

                
	 
      	 
      	 
      
	 
      	
                  (ii)

                	
                  maintain
      the records of all costs and expenditure incurred and monies received in
      the performance of the management services as well as data necessary or
      proper for the settlement of accounts between the
  parties.

                


        

      

      


      
        
          	 
      	
                  3.6

                	
                  Sale
      or Purchase of the Vessel

                
	 
      	
                  N/A

                


        

      

      


      
        
          	 
      	
                  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)

                
	 
      	
                  N/A

                


        

      

       

      
        
          	
                  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 customary in the trade and
      at least equivalent to the standards followed with respect to other
      vessels for which the Managers or their affiliates provide management
      services, if any, 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.

                    


            

          

        

      

      
        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
              	 
      
	 
      	
                4.3  The
      Management Services as such term is used herein includes the discharge on
      behalf of the Owners of the Owners’ technical and operational obligations
      to charterers pursuant to the Charter, a copy of which has been supplied
      to the Managers, including, but not limited to the Owners’ technical and
      operational obligations under Clauses 73A and 75 of such
      Charter.

              
	 
      	 
      
	 
      	
                4.4  Managers
      shall maintain records of technical matters relating to the Vessel
      including maintenance, repairs and equipment replacement (“Technical
      Vessel Matters”).  Three months after commencement of the
      Management Services, or such other date as agreed to by the Managers and
      their Owners, and quarterly thereafter, the Managers shall issue a report
      to the Owners providing a summary of the Technical Vessel Matters carried
      out in the previous quarter.

              


        


        
          
            	
                    5.

                  	
                    Owners’
      Obligations

                  


          

        

        


        
          
            	 
      	
                    5.1  The
      Owners shall pay all sums due to the Managers punctually in accordance
      with the terms of this
Agreement.

                  


          

        

         

      

      
        
          	
                  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);

                
	 
      	 
      	 
      
	 
      	
                  (iii)

                	
                  war
      risks (including protection and indemnity and crew risks); and 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”);

                
	 
      	 
      	 
      
	 
      	
                  (iv)

                	
                  loss
      of hire.

                


        

      

       

      
        
          
            
              
                	 
      	
                        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: 

                      


              

            

          

        

      

      


      
        
          
            
              	 
      	
                      (ii)

                    	
                      if
      reasonably obtainable, on terms such that neither the Managers nor any
      such third party shall be under any liability in respect of premiums or
      calls arising in connection with the Owners’
  Insurances;

                    


            

          

        

      

      


      
        
          	 
      	
                  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
      Managers shall, at no extra cost to the Owners, provide their own office
      accommodation, office staff, facilities and stationery.

                
	 
      	 
      
	 
      	
                  8.3  In the
      event of the appointment of the Managers being terminated by the Owners or
      the Managers in accordance with the provisions of Clauses 18 or 21 other
      than by reason of default by the Managers, or if the Vessel is lost, sold
      or otherwise disposed of, in addition to any applicable Management Fee
      payments for the 90-day notice period set forth in Clause 21, a one-time
      additional fee of $45,000, which is to cover the Managers’ cancellation
      costs, shall be due and payable.

                
	 
      	 
      
	 
      	
                  8.4  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 Managers.

                


        

      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      
        
          	
                  9.

                	
                  Budgets
      and Management of Funds

                


        

      

      


      
        
          	 
      	
                  9.1  The
      Managers shall present to the Owners annually a budget for the following
      twelve months in such form as agreed between the Owners and the
      Managers.  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 the
      anniversary date of the commencement of this Agreement (see Clause 2 and
      Box
      4).

                
	 
      	 
      
	 
      	
                  9.2  The
      Owners shall indicate to the Managers their acceptance and approval of the
      annual budget within one month of presentation and in the absence of any
      such indication the Managers shall be entitled to assume that the Owners
      have accepted the proposed budget.

                
	 
      	 
      
	 
      	
                  9.3  Following
      the agreement of the budget, the Managers shall prepare and present to the
      Owners their estimate of the working capital requirement of the Vessel and
      the Managers shall each month up-date this estimate.  Based
      thereon, the Managers shall each month request the Owners in writing for
      the funds required to run the Vessel for the ensuing month, including the
      payment of any occasional or extraordinary item of expenditure, such as
      emergency repair costs, additional insurance premiums, lubricating oils
      and greases 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 shall produce and maintain true and correct budgets and accounts
      for the management of the Vessel, and will produce a comparison between
      budgeted and actual income and expenditure of the Vessel in such form as
      agreed between Managers and Owners.  Such budgets and accounts
      will always be available to the Owners for inspection and auditing,
      provided reasonable notice is given by Owners.

                
	 
      	 
      
	 
      	
                  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, without the prior written consent of the Owners which
      shall not be unreasonably withheld.  Provided however, that the
      Managers may (i) freely assign any obligations hereunder to any
      affiliate of the Managers at any time and (ii) utilize the services
      of third parties to fulfill the Managers’ obligations
      hereunder.  In the event of such a sub-contract the Managers
      shall remain fully liable for the due performance of their obligations
      under this Agreement.

                


        

      

      


      
        
          	
                  11.

                	
                  Responsibilities

                


        

      

      


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

                


        

      

      


      
        
          	 
      	
                  11.2   Liability
      to Owners - (i) Without prejudice to sub-clause 11.1, the
      Managers shall be under no liability whatsoever to the Owners for any
      loss, damage, delay or expense of whatsoever nature, whether direct or
      indirect, (including but not limited to loss of profit arising out of or
      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 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 US$2 million.

                


        

      

      


      
        
          	 
      	
                  (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 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.

                


        

      

      


      
        
          	 
      	
                  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 and for the benefit of all persons who are or might be their
      servants or agents from time to time (including sub-contractors as
      aforesaid) and all such persons shall to this extent be or be deemed to be
      parties to this Agreement.

                


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          12.

                                        	
                                          Documentation

                                        
	 
      	 
      
	 
      	
                                          Where
      the Managers are providing Technical Management in accordance with
      sub-clause 3.2 and/or Crew
      Management in accordance with sub-clause 3.1, they shall
      make available, upon Owners’ request, all documentation and records
      related to the Safety Management System (SMS) and/or the Crew which the
      Owners need in order to demonstrate compliance with the ISM Code and
      STCW 95 or to defend a claim against a third party.  The
      Owner shall make available, upon Managers’ request, all information,
      documentation and records required under any flag state law, regulation or
      international convention and to inform the Managers of any changes to
      those of the Owner’s details  that are required in the Vessel’s
      continuous synopsis record for the purposes of the ISPS
    Code.

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        	
                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; provided, that the settlement of any
      claims relating to general average or total constructive loss must be done
      at the direction of the Owners with the Owners’ involvement in such
      settlements.

              
	 
      	 
      
	 
      	
                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.

              
	 
      	 
      
	 
      	
                13.6  The
      Managers are authorized to receive sums payable by third parties to the
      Owners, including, but not limited to the proceeds of insurance subject to
      Clause 27, the settlement of claims and under any legal proceedings or
      arbitrations or any settlement of claims.  Where the event(s)
      which form the subject of such claims have caused the Managers expense
      under this Agreement, the Managers are entitled to retain all or part of
      such settlements equal to the amount expended by the
    Managers.

              
	 
      	 
      
	
                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.  The
      Managers will operate in compliance with SOX and annually provide a SAS70
      type 2 report.

              
	 
      	 
      
	
                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.
      The Owners and Managers agree to meet on a quarterly basis at the offices
      of the Managers to discuss the technical management of the
      Vessel.

              


         

      

      
        
          
            	
                    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 in accordance with Box 4 and
      Clause 2 and terminate in accordance with Clauses 18 and
      21.

                  


          

        

      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	
                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:

                


        

      

      


      
        
          	 
      	 
      	
                  (a)

                	
                  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 construed and the relations between the parties
      determined in accordance with the laws of the State of New York,
      U.S.A.

                            
	 
      	 
      
	 
      	
                              19.2  All
      disputes arising out of this Agreement shall be referred to arbitration in
      New York in accordance with the Rules of the Society of Marine
      Arbitrators, Inc., New York (SMA).  Any award of the
      arbitrator(s) shall be final and binding and not subject to
      appeal.

                            


                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

    

    
      	
              20.

            	
              Notices

            
	 
      	 
      
	 
      	
              20.1  Any
      notice to be given by either party to the other party shall be in writing
      and may be sent by fax, telex, registered or recorded mail or by personal
      service.

            
	 
      	 
      
	 
      	
              20.2  The
      address of the Parties for service of such communication shall be as
      stated in Boxes
      19 and 20,
      respectively.

            
	 
      	 
      
	
              21.

            	
              Duration
      and Termination

            
	 
      	 
      
	 
      	
              The
      term of this Agreement shall begin at the time specified in Box 4 and
      Clause 2 and shall continue in force until the expiration of the
      Charter, unless terminated in accordance with Clause 18 of this
      Agreement; provided, however, that (i) the Managers shall have the
      right to terminate this Agreement upon 90 days’ prior written notice to
      the Owners, and (ii) the Owners shall have the right to terminate
      this Agreement upon 90 days’ prior written notice to the
      Managers.

            
	 
      	 
      
	
              22.

            	
              Communications

            
	 
      	 
      
	 
      	
              All
      communications under this Agreement shall be in the English
      language.

            
	 
      	 
      
	
              23.

            	
              Assignment
      Clause

            
	 
      	 
      
	 
      	
              The
      Owners may, upon giving notice to the Managers, assign all of their rights
      under this Agreement to any mortgagee of the Vessel provided that such
      assignment shall not otherwise prejudice any of the rights of the Managers
      under this Agreement.  The Managers shall acknowledge any
      assignment that complies with this Clause in such form as the mortgagee
      may reasonably request.

            
	 
      	 
      
	
              24.

            	
              Third
      Party Rights

            
	 
      	 
      
	 
      	
              Except
      as stated in this Clause, the parties to this Agreement do not intend that
      any of the terms will be enforceable by any person not a party to
      it.  This Clause shall not apply to companies in the same groups
      as either the Owners or the Managers or to crew or to employees,
      sub-contractors and agents of the Managers to whom Clause 11.4
      “Himalaya” would apply but for this clause.

            
	 
      	 
      
	
              25.

            	
              Indemnification

            
	 
      	 
      
	 
      	
              Notwithstanding
      anything to the contrary in this Agreement, but subject to
      Clause 11.2, the Managers shall indemnify the Owners against the
      consequences of any failure by Managers to comply with the requirements of
      this Agreement.  This indemnity shall include (without
      limitation) liabilities which the Owners may incur to the Charterers
      pursuant to the Charter resulting from a failure of the Managers to
      perform their obligations under this Agreement.  The Managers’
      liability under this indemnity in relation to environmental claims and
      such third party claims against the Vessel or the Owners that are included
      in the terms of the protection and indemnity insurance of the Vessel shall
      be limited to the terms of such protection and indemnity
      insurance.

            
	 
      	 
      
	
              26.

            	
              Changes
      and/or Improvement Necessary for the Operation of the Vessel or Imposed by
      Legislation, Class or Vetting Approvals

            
	 
      	 
      
	 
      	
              In
      the event that any improvement, structural change or the installation of
      new equipment is imposed by (a) compulsory legislation,
      (b) class rules or (c) an oil company whose vetting
      approval is required pursuant to Clause 57 of the Charter, the Managers
      shall, at the expense of the Owners effect such improvement, structural
      change or installation.  The Owners shall reimburse the Managers for
      all costs arising under this clause no later than the fifth business day
      following notice from the Managers.  Owners shall not be liable for
      the cost of any improvement, structural change or installation that is
      requested by or made for the account of the Charterer or for which the
      Charterer is otherwise responsible.

            
	 
      	 
      
	 
      	
              In
      the event any improvement, structural change or the installation of new
      equipment is deemed necessary by the Managers but is not imposed or
      required pursuant to the first paragraph of this Clause 26, Managers
      shall have the right, at their own cost, to effect such improvement,
      structural change or installation, with the Owners’ consent which shall
      not be unreasonably withheld.

            
	 
      	 
      
	 
      	
              The
      Owners shall be notified in writing in advance by the Managers about any
      changes and/or improvements under this Clause 26.

            
	 
      	 
      
	 
      	
              Any
      change, improvement or installation made pursuant to this Clause 26
      (other than any change or improvement to, or installation of, equipment
      that belongs to the Managers or a third party) shall be the property of
      Owners.

            
	 
      	 
      
	
              27.

            	
              Proceeds
      of Insurances

            
	 
      	 
      
	 
      	
              The
      Managers shall procure, with the Owners’ cooperation where required, that
      loss payable clauses are attached to the various policies of insurance
      over the Vessel so as to direct the proceeds of insurance as
      follows:

            
	 
      	 
      
	 
      	
              a)  In
      the event of actual or constructive total loss of the Vessel, the hull and
      machinery insurance proceeds shall be paid by the insurer directly to the
      Owners or their assignees;

            
	 
      	 
      
	 
      	
              b)  In
      the event of damage or partial loss to the Vessel, the hull and machinery
      insurance proceeds shall be paid by the insurer directly to the Managers
      or their assignees to be held and utilized in accordance with
      Clause 7.

            
	 
      	 
      
	
              28.

            	
              ISPS
      Code

            


    

     

     

    
      


      
        
          
             


          

          
            7

            
              

            

          

          
             


          

        

      

      


       

      The
Managers shall perform the duties of the “Company” as required by the ISPS
Code.  The Managers shall also perform the Owners’ obligations and
benefit from the Owner’s rights under the BIMCO ISPS Code Time Charter Party
Clause in the Charter.  The Managers shall be entitled to retain any
sums received or recovered from charterers or from any other party in relation
to ISPS Code actions and duties.  If the Managers incur expenditure as
a result of complying with the ISPS Code or making prudent security precautions
that does not fail to be apportioned or is not recoverable from sub-charterers
pursuant to the BIMCO ISPS Code Time Charter Party Clause, the Owners shall
indemnify the Managers for such expenditure as invoiced to the Owners with full
supporting documentation.

       

      SCHEDULE 1

       

      The
following items that are on board the Vessel as of the effective date of this
Agreement are and will remain the property of the Managers.  These
items may remain on board at the sole discretion of and for the use and
convenience of the Managers and may be removed at any time after the effective
date of this Agreement at the expense of the Managers.

       

      


       

      
        
          	
                  1.

                	
                  Victualling
      (provisions)

                
	 
      	 
      
	
                  2.

                	
                  All
      onboard log books up to the time and date of delivery for deck, engine and
      radio

                
	 
      	 
      
	
                  3.

                	
                  Managers’
      (or Managers’ affiliates’) company forms, documents/stationery and all
      correspondence and company manuals

                
	 
      	 
      
	
                  4.

                	
                  All
      ISPS, ISM and quality documentation and correspondence

                
	 
      	 
      
	
                  5.

                	
                  Vessel’s
      Rydex communications e-mail system of server

                
	 
      	 
      
	
                  6.

                	
                  Training
      video library, books

                
	 
      	 
      
	
                  7.

                	
                  Oxygen/acetylene
      /Freon/nitrogen /argon cylinders/bottles

                
	 
      	 
      
	
                  8.

                	
                  Crew/officers
      library/walport videos

                
	 
      	 
      
	
                  9.

                	
                  Master’s
      slopchest/bonded stores; personal effects of master, officers and
      crew

                
	 
      	 
      
	
                  10.

                	
                  Personal
      hand-held computers

                
	 
      	 
      
	
                  11.

                	
                  Personal
      cell phones

                
	 
      	 
      
	
                  12.

                	
                  Contents
      of master’s safe

                
	 
      	 
      
	
                  13.

                	
                  Arms/ammunition

                
	 
      	 
      
	
                  14.

                	
                  Works
      of art, originals, copies, prints, statues

                
	 
      	 
      
	
                  15.

                	
                  Safety
      clothing/hats or other shirts/hats with OSG logo

                
	 
      	 
      
	
                  16.

                	
                  Certificates/documents
      to be returned to authorities

                
	 
      	 
      
	
                  17.

                	
                  Seagull
      training software

                
	 
      	 
      
	
                  18.

                	
                  All
      Manager’s non-class computer software and server

                
	 
      	 
      
	
                  19.

                	
                  Chartco
      digital chart updates system software

                
	 
      	 
      
	
                  20.

                	
                  Any
      rented or leased or third party’s
equipment

                


        

      

      


      
8